UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 10-K

xMark ~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~One

~~For~~☒ ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~June~~13 ~~30,~~OR ~~2018~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨For ~~TRANSITION~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~JUNE 1330, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2019

~~For~~☐ TRANSITION ~~the~~REPORT ~~transition~~PURSUANT ~~period~~TO ~~from __________~~SECTION to13 ~~__________~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission ~~fle~~File ~~number~~No. 000-05391

METWOOD, ~~INC~~Inc. (Exact name of registrant as specified in its charter)

NEVADA		83-0210365
Nevada		83-0210365
(State or other jurisdiction of incorporation or organization)		(~~IRS~~I.R.S. ~~EmployerIdentification~~Employer Identification No.)

~~819~~721 ~~Naff~~Rossiter ~~Road,~~Street ~~Boones Mill, VA 24065~~

Mount Dora, FL 32757

(Address of principal executive offices)

(~~540~~800) ~~334~~323-~~4294~~4130

(Registrant’s telephone number~~, including area code~~)

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

NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.~~001~~0001 Par Value ~~Common Voting Stock~~

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ ☐ No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~the~~ Act. Yes ¨ ☐ No x☒

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 x☒

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes ¨ ☐ No x☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form ~~10-K~~10K or any amendment to this Form 10-K. Yes x ☒ No ¨☐

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company x☒ Emerging ~~Growth~~growth company x☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~compling~~complying with any new or revised financial accounting ~~standard~~standards provided pursuant to ~~section~~Section 13(a) of the Exchange ~~act~~Act. Yes ¨ ☐ No x☒

Indicate by check mark iswhether the ~~company~~registrant ishas filed a ~~shell~~report ~~company~~on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~Yes~~7262(b)) ¨by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No x☒

AsIndicate ofby ~~March~~check ~~26,~~mark ~~2019~~whether the ~~aggregate~~registrant ~~market~~is ~~value~~a ofshell ~~the~~company ~~common shares outstanding~~ (~~based~~as ~~upon~~defined ~~the~~in ~~average~~Rule 12b-2 of the ~~bid~~Exchange ~~price ($.08~~Act). ~~reported~~Yes on☐ No ~~the OTCQB Market) held by non-affiliates was $329,101.~~☒

AsThe aggregate market value as of ~~August~~March 2326, 2019, of the ~~number~~voting ofand ~~shares~~non-voting ~~outstanding~~common ofequity ~~the~~held ~~registrant’s~~by ~~common~~non-affiliates ~~stock,~~(computed by reference to the average bid ($0.~~001~~08) ~~par~~reported ~~value~~on (the ~~only~~OTCQB ~~class~~Market) as of ~~voting~~the ~~stock),~~last business day of the registrants most recently completed third fiscal quarter was 23$329,~~366,647 shares~~101.

~~METWOOD~~Indicate the number of shares outstanding of each of the issuer’s classes of common equity, ~~INC.~~as ~~AND~~of ~~SUBSIDIARY~~the latest practicable date: As of September 23, 2021, the Company had 23,366,647 outstanding shares of its common stock, par value $0.0001.

~~FORM~~Special 10Note Regarding Forward-KLooking Statements

~~TABLE~~This OFAnnual ~~CONTENTS~~Report on Form 10-K contains forward-looking statements, within the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933 that involve risks and uncertainties. Forward-looking statements convey our current expectations or forecasts of future events. All statements contained in this Annual Report other than statements of historical fact are forward-looking statements. Forward-looking statements include statements regarding our future financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words "may," "continue," "estimate," "intend," "plan," "will," "believe," "project," "expect," "seek," "anticipate," "should," "could," "would," "potential," or the negative of those terms and similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. All of these forward-looking statements are based on information available to us at this time, and we assume no obligation to update any of these statements. Actual results could differ from those projected in these forward-looking statements as a result of many factors, including those identified in "Business," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere. We urge you to review and consider the various disclosures made by us in this report, and those detailed from time to time in our filings with the Securities and Exchange Commission, that attempt to advise you of the risks and factors that may affect our future results. Factors that could cause actual results to differ materially include, among others, our ability to make good decisions about the deployment of capital, our substantial capital requirements and absence of liquidity, competition, our inability to obtain maximum value for our holdings, our ability to attract and retain qualified employees, our ability to execute our strategy, market valuations in sectors in which we operate, our need to manage our assets, and risks associated with our assets and their performance, including the fact that most have a limited history and a history of operating losses, face intense competition and may never be profitable, the effect of economic conditions in the business sectors in which our partner companies operate, compliance with government regulation and legal liabilities, all of which are discussed in Item 1A. Risk Factors.” Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report might not occur.

		Page
PART I
Item 1	Description of Business	4
Item 1A	Risk Factors	9
Item 2	Properties	9
Item 3	Legal Proceedings	9
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 7	Management’s Discussion and Analysis or Plan of Operation	11
Item 8	Financial Statements and Supplementary Data	13
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A	Controls and Procedures	30
Item 9B	Other Information	30
PART III
Item 10	Directors, Executive Officers and Corporate Governance	31
Item 11	Executive Compensation	33
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13	Certain Relationships and Related Transactions, and Director Independence	35
Item 14	Principal Accounting Fees and Services	35
PART IV
Item 15	Exhibits and Financial Statement Schedules	36
Signatures		37

~~SPECIAL~~TABLE ~~NOTE~~OF ~~REGARDING FORWARD-LOOKING STATEMENTS~~CONTENTS

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, and plans and objectives of management. Statements that are not historical in nature and which include such words as “anticipate,” “estimate,” “should,” “expect,” believe,” “intend,” and similar expressions are intended to identify forward-looking statements for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act.

PART I

Item 1.	Business	4
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	10
Item 2.	Properties.	10
Item 3.	Legal Proceedings.	10
Item 4.	Submission of Matters to a Vote of Security Holders.	10

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	11
Item 6.	Selected Financial Data.	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	13
Item 8.	Financial Statements and Supplementary Data.	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.	15
Item 9A.	Controls and Procedures.	15
Item 9B.	Other Information.	15

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	16
Item 11.	Executive Compensation.	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	19
Item 14.	Principal Accounting Fees and Services.	19

PART IV

Item 15.	Exhibits, Financial Statement Schedules.	20
Signatures		21

3 ~~Table of Contents~~

PART I

Item 1. ~~Description of~~ Business

Business Development

The Company was incorporated under the laws of the State of ~~Wyoming~~Nevada on June 19, 1969. Following an involuntary dissolution for failure to file an annual report, the company was reinstated as a Wyoming corporation on October 14, 1999. On January 28, 2000, the company, through a majority shareholder vote, changed its domicile to Nevada through a merger with EMC Energies, Inc., a Nevada corporation. The Plan of Merger provided for the dissenting shareholders to be paid the amount, if any, to which they would be entitled under the Wyoming Corporation Statutes with respect to the rights of dissenting shareholders. The company also changed its par value to $.~~001~~0001 and the amount of authorized common stock to 100,000,000 shares.

Prior to 1990, the company was engaged in the business of exploring for and producing oil and gas in the Rocky Mountain and mid-continental areas of the United States. The company liquidated substantially all of its assets in 1990 and was dormant until June 30, 2000, when it acquired, in a stock-for-stock, tax-free exchange, all of the outstanding common stock of a privately held Virginia corporation, Metwood, Inc. (“"Metwood”"), which was incorporated in 1993. ~~See Form 8-K and attached exhibits filed August 11, 2000~~. Metwood has been in the metal and metal/wood construction materials manufacturing business since 1992. Following the acquisition, the company approved a name change from EMC Energies, Inc. to Metwood, Inc.

Effective January 1, 2002, Metwood acquired certain assets of Providence Engineering, PC (“"Providence”"), a professional engineering firm with customers in the same proximity as Metwood, for $350,000 and accounted for the transaction under the purchase method of accounting. As of June 30, 2012, Providence was no longer an operating segment of the Company. A decision was made that the majority of the engineering portion of the business could best be handled through a strategic partnership with an outside engineering firm. We believe that continuing research and development efforts will soon enable us to meet code requirements for our products and will eliminate the need for individual engineering seals. The operation of Providence Engineering was dissolved in 2010 due to lack of profitability and engineering arrangements with a larger firm.

On June 28, 2019, Metwood, Inc. entered into an Definitive Agreement with Emerge Nutraceuticals, Inc.(“ENI), a Florida Corporation. Pursuant to the ~~Company~~agreement,” ~~“We~~100% of ENI’s common stock (500 shares) was to be transferred and a wire transfer within 60 days of $300,”000 ~~“Us~~was to be paid to Metwood,” ~~“Our”~~Inc. In consideration, fifteen million (15,000,000) ~~provides~~shares ~~construction-related~~of Metwood common stock was issued which were valued at one million two hundred fifty thousand $1,250,000 dollars. This purchase excluded the formulas for the products ~~and~~produced ~~engineering~~by ~~services~~ENI, which were spun out of ENI prior to ~~residential~~the ~~customers~~acquisition. ~~and~~Upon ~~contractors~~closing, ~~commercial~~two ~~contractors~~the Company’s manager’s, ~~developers~~officers and ~~retail~~board ~~enterprises~~of director members, ~~primarily~~Robert inM. ~~southwestern~~Callahan ~~Virginia~~and Shawn A. Callahan, resigned after appointing Mr. Keith Thomas, Shawn Phillips and Raffaela Thomas to the Board of Directors.

4Emerge ~~Table~~is a full-service custom GMP contract manufacturer. The Company currently offers a variety of ~~Contents~~services that include custom manufacturing of nutritional and dietary supplements as follows:

~~Principal~~· ~~Products~~Capsule orManufacturing ~~Services~~· ~~and~~Softgel ~~Markets~~Manufacturing · Powder Manufacturing · Liquid Manufacturing · Liquid & Cream Manufacturing · Flavor System development · Vitamin Manufacturing · Body Building Supplement Manufacturing · Sports Nutrition Manufacturing · Protein Manufacturing

~~Residential~~Emerge ~~builders~~marketing strategies are ~~aware of the superiority of steel framing vs. wood framing, insofar~~ as ~~steel~~follow framing is lighter; stronger; termite, pest, rot and fire resistant; and dimensionally more stable in withstanding induced loads. Although use of steel framing in residential construction has generally increased each year since 1980, many residential builders have been hesitant to utilize steel due to the need to retrain framers and subcontractors who are accustomed to a “stick-built” construction method where components are laid out and assembled with nails and screws. The Company’s founders saw the need to combine the strength and durability of steel with the convenience and familiarity of wood and wood fasteners.:

~~Metwood~~· ~~manufactures~~SEO. ~~light-gage~~· ~~steel~~Influencer ~~construction~~marketing. ~~materials,~~· ~~usually~~PR ~~combined with wood or wood fasteners, for use in residential~~ and ~~commercial~~affiliate ~~applications~~marketing. in· ~~place~~Email ~~of more conventional wood products, which are inferior in terms of strength and durability~~marketing. ~~The~~· ~~steel~~Social ~~and~~media steel/wood products allow structures to be built with increased load strength and structural integrity and fewer support beams or support configurations, thereby allowing for structural designs that are not possible with wood-only productsmarketing.

~~Metwood’s~~4 ~~primary~~Table ~~products~~of ~~are:~~Contents

~~·TUFF~~Sale ~~BEAM - internally reinforced cold-formed steel beam ·TUFF JOIST - cold-formed steel joint system ·TUFF JOIST+ - internally reinforced cold-formed steel joist ·TUFF FLOOR SYSTEM - combinations~~ of ~~TUFFBEAM,~~Wholly ~~NUJOIST~~Owned and TUFFJOIST are utilized to make up a complete floor system ·TUFF DECK - concrete deck systems ·RIM BEAM - internally reinforced CFS load distribution member ·TUFF FRAME 3.5 & 5.5 - a fully proprietary panelized load bearing and non-load bearing CFS wall framing solution ·TUFF TRUSS 2.0 - a proprietary roof and floor truss system ·Aegis - Metwood is a distributor of Aegis Metal Framing’s cold-formed steel trusses SURE-SPAN™ ·Trimmable square columns ·Joist reinforcers ·Engineering, design and custom building services Subsidiary

~~Metwood’s~~On ~~services~~June ~~include~~29, ~~providing~~2019, ~~its~~the ~~customers~~Company, ~~through~~entered into a ~~strategic~~stock ~~partnership~~purchase agreement with anCahas ~~outside~~Mountain ~~engineering~~Properties, ~~firm~~LLC, ~~civil~~a ~~engineering~~Virginia ~~capabilities~~limited ~~which~~liability ~~include~~company, ~~rezoning~~(“Cahas”) ~~and~~a ~~special~~majority ~~use~~shareholder ~~submissions;~~of ~~erosion~~the ~~and~~Company. ~~sediment~~Pursuant ~~control~~to ~~and~~the ~~storm-water~~agreement, ~~management~~Cahas ~~design;~~agreed ~~residential~~to purchase from the Company the wholly owned subsidiary, ~~commercial~~Metwood of Virginia, ~~and~~Inc., ~~religious~~a ~~facility~~Virginia ~~site~~corporation, ~~development~~for ~~design;~~nine ~~and~~million ~~utility~~four ~~design,~~hundred ~~including~~thousand ~~water~~(9,400,000) ~~sewer~~common ~~and~~shares ~~onsite~~of ~~treatment~~the ~~systems~~Company’s common stock which it held at a value of seven hundred fifty-two thousand ($752,000) dollars. ~~Metwood~~As ~~also~~part ~~performs~~of ~~ongoing~~this ~~product~~agreement, ~~research~~all assets and ~~development~~liabilities of Metwood of Virginia except, the convertible note payable to Cahas of $50,000 which remained an obligation of the Company.

5Discontinued ~~Table of Contents~~Operations

WeIn ~~also~~accordance ~~perform~~with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a ~~variety~~disposal of ~~structural~~a ~~design~~component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and ~~analysis~~financial ~~work,~~results ~~successfully~~when ~~providing~~the ~~solutions~~component of an entity meets the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale ~~many~~or ~~projects,~~discontinued ~~including~~operations ~~retaining~~criteria ~~walls,~~the ~~residential~~major ~~framing~~current assets, ~~commercial~~other ~~building~~assets, ~~framing~~current liabilities, ~~light-gage~~and ~~steel~~noncurrent ~~fabrication~~liabilities ~~drawings,~~shall ~~metal~~be ~~building~~reported ~~retrofits~~as components of total assets and ~~additions~~liabilities separate from those balances of the continuing operations. At the same time, ~~mezzanines~~the results of all discontinued operations, ~~and~~less ~~seismic~~applicable ~~anchors~~income ~~and~~taxes ~~restraints~~(benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations.

The Company ~~has~~disposed ~~designed~~of ~~numerous~~a ~~foundations~~component ~~for~~of aits ~~variety~~business pursuant to the terms of ~~structures.~~the ~~Our~~Definitive ~~foundation~~Agreement ~~design~~entered ~~expertise~~on ~~includes~~June ~~metal~~28, ~~building~~2019 ~~foundations~~resulting in the Company no longer controlling the subsidiary, ~~traditional~~which ~~building~~met ~~construction~~the ~~foundations~~definition of a discontinued operation. Accordingly, ~~atypical~~the ~~foundations~~operating results of the business disposed are reported as income (loss) from discontinued operations in the accompanying condensed consolidated statements of operations for ~~residential~~the ~~structures~~three and twelve months ended June 30, ~~tower~~2019, ~~foundations~~and 2018, and ~~sign~~its ~~foundations~~assets and liabilities are categorized as held for adisposal ~~variety~~on the condensed consolidated balance sheet as of ~~uses~~March ~~and~~30, ~~applications~~2019. The following summarize assets and liabilities held for disposal on the accompanying condensed consolidated balance sheets and statements of operations:

We have also designed and drafted full building plans for several applications. When subcontracting for local companies, we have the ability, in partnership with our outside engineering firm, to provide basic architectural, mechanical, electrical, and detailed civil and structural design services for these facilities.

	June 30,	June 30,
	2019	2018
Carrying amounts of current assets held or disposal:
Cash	$	$	61,872
Accounts Receivable	$	$	225,414
Inventory	$	$	439,649
Prepaid Expenses	$	$	18,436

Total current assets held for disposal	$	$	745,371

We have reviewed designs by manufacturers for a variety of structures and structural components, including retaining walls, radio towers, tower foundations, sign foundations, timber trusses, light- gage steel trusses, and light-gage steel beams. This service enables clients to take generic designs and have them certified and approved for construction in the desired locality.

	June 30,	June 30,
	2019	2018
Carrying non-current assets held or disposal:
Property and Equipment, Net	$	$	421,451
Total non-current assets held for disposal	$	$	421,451

Distribution Methods of Products and Services

	June 30,	June 30,
	2019	2018
Carrying amounts of current liabiities held or disposal:
Accounts Payable and Accrued Expenses	$	$	258,327
Advances from Affiliate	$	$	77,460
Total current liabilities held for disposal	$	$	335,787

Our sales are primarily wholesale, directly to lumberyards, home improvement stores, hardware stores, and plumbing and electrical suppliers in Virginia and North Carolina. Metwood relies primarily on its own sales force to generate sales; additionally, however, the Company has distributors in Virginia, New York, Oklahoma, Arizona and Colorado and also utilizes the salespeople of wholesale yards stocking the Company’s products as an additional sales force. We are an authorized vendor for Lowe’s, Home Depot, 84 Lumber, Builders First Source , Ferguson, and, many more local and regional suppliers. We have several stocking dealers of our square columns and reinforcing products. We will sell directly to contractors in areas where we do not have a dealer, but with our national dealer relationships, we typically have a dealer to use. Metwood intends to continue expanding the wholesale marketing of its unique products to retailers, to increase dealer sales, and to license the Company’s technology and products to increase its distribution outside of Virginia, North Carolina and the South.

	June 30,	June 30,
	2019	2018
Carrying non-current liabilities held or disposal:
Notes payable
Right-of-Use Obligation
Total non-current liabilities held for disposal	$	$

Status of Publicly Announced New Products or Services

	June 30,			June 30,
	2019			2018
Twelve Months Ended June 30,
Total Revenue	$	(2,325,843	)	$	(1,942,392	)
Total Expense	$	3,788,633		$	2,424,525

Net Income (loss) from discontinued operations	$	1,462,790		$	482,133

~~None~~5 atTable ~~this~~of ~~time.~~Contents

6Item ~~Table~~1A. ofRisk ~~Contents~~Factors.

~~Seasonality~~Risks ofRelated ~~Market~~to Our Business

Our ~~sales~~business ~~are~~is subject to ~~seasonal~~various ~~impacts~~risks, asincluding ~~our~~those ~~products~~described ~~are~~below. ~~used~~You inshould ~~residential~~carefully ~~and~~consider ~~commercial construction projects which tend to be at peak levels in Virginia and North Carolina between~~ the ~~months~~following ofrisk ~~March~~factors and ~~October.~~all ~~Accordingly,~~other ~~our~~information ~~sales~~contained ~~are typically greater~~ in ~~our~~this ~~fourth~~Form ~~and first fiscal quarters~~10-K. WeIf ~~build~~any ~~an inventory~~ of ~~our products throughout~~ the ~~winter~~following ~~and~~events ~~spring~~or tooutcomes ~~support our sales season. Due to the seasonality of our local market~~occurs, ~~we are continuing~~ our ~~efforts to expand into markets that are not so seasonally impacted. We have shipped projects to Florida~~business, ~~Georgia,~~operating ~~South Carolina~~results, ~~Arizona, Washington,~~ and ~~more.~~financial ~~These~~conditions ~~markets~~would ~~have~~likely ~~some seasonality, but increased exposure in these markets will help maintain stronger sales year round~~suffer.

~~Competition~~We rely on third parties for certain financial and operational services essential to our ability to manage our business. A failure or disruption in these services could materially and adversely affect our ability to manage our business effectively.

~~Nationally,~~We ~~there~~rely ~~are~~on ~~over~~third ~~one~~parties ~~hundred~~for ~~manufacturers~~certain ofessential ~~the~~financial ~~types~~and ofoperational ~~products produced by the Company~~services. ~~However~~Traditionally, the vast majority of these ~~manufacturers~~services are ~~using~~provided ~~wood-only~~by ~~products~~large orenterprise ~~products~~software ~~without~~vendors ~~metal~~who ~~reinforcement.~~license ~~Metwood~~their ~~has~~software ~~identified~~to ~~only~~customers. ~~one~~Moreover, ~~other~~these ~~manufacturer~~vendors inprovide ~~the~~their ~~United~~services ~~States~~to ~~that~~us ~~manufactures~~via a ~~wood~~cloud-~~metal~~based ~~floor~~model ~~truss~~instead ~~similar~~of tosoftware ~~ours~~that is installed on our premises. ~~However~~As a result, we ~~have~~depend ~~often~~upon ~~found~~these vendors providing us with services that ~~our~~are ~~products~~always available and are ~~the~~free ~~only~~of ~~ones~~errors or defects that ~~will~~could ~~work~~cause ~~within~~disruptions ~~many~~in ~~customers’~~our ~~design~~business ~~specs~~processes, which could adversely affect our ability to operate and manage our operations.

~~Sources~~Many ~~and~~of ~~Availability~~our ofcustomers ~~Raw~~are ~~Materials~~small- and ~~the~~medium-sized ~~Names~~businesses, ofwhich ~~Principal~~may ~~Suppliers~~result in increased costs as we attempt to reach, acquire and retain customers.

~~All~~We ~~of the raw materials we use are readily available on the~~ market ~~from~~and ~~numerous~~sell ~~suppliers.~~our ~~The~~services ~~light~~to small-~~gage~~ ~~metal used by the company is supplied primarily by Telling Industries, New Millenium,~~ and ~~Wheatland~~medium-sized ~~Tubing~~businesses. ~~Our~~In ~~main~~order ~~source~~for ofus ~~lumber~~to isimprove ~~BlueLinx.~~our ~~Adelphia~~operating ~~Metals,~~results ~~Re-Steel, Nucor~~ and ~~Gerdau~~continue ~~Amersteel~~to ~~provide~~grow ~~the majority of~~ our ~~rebar.~~business, ~~Because~~it ofis ~~the~~important ~~number~~that ofwe ~~suppliers~~continually ~~available~~attract tonew uscustomers, ~~our~~sell ~~decisions~~additional inservices ~~purchasing~~to ~~materials~~existing ~~are~~customers ~~dictated~~and ~~primarily~~encourage byexisting ~~price~~customers ~~and~~to ~~secondarily~~renew bytheir ~~availability~~subscriptions. WeHowever, doselling ~~not~~to ~~anticipate~~and aretaining ~~lack~~small- ofand ~~supply~~medium- tosized ~~affect~~businesses ~~our~~can ~~production;~~be ~~however,~~more adifficult ~~shortage~~than ~~might~~selling ~~cause~~to usand toretaining ~~pass~~large onenterprises ~~higher~~because ~~materials~~small- ~~prices~~and tomedium-sized ~~our~~business ~~buyers.~~customers:

~~Dependence~~· onare ~~One~~more orprice asensitive; ~~Few~~· ~~Major~~are ~~Customers~~more difficult to reach with broad marketing campaigns; · have high churn rates in part because of the nature of their businesses; · often lack the staffing to benefit fully from our application suite’s rich feature set; and · often require higher sales, marketing and support expenditures by vendors that sell to them per revenue dollar generated for those vendors.

AtIf ~~June~~we ~~30,~~are ~~2018~~unable to cost-effectively market and ~~2017~~sell our service to our target customers, ~~the~~our ~~Company~~ability ~~had~~to ~~the~~grow ~~following~~our ~~customer~~revenue ~~concentrations:~~and become profitable will be harmed.

	Sales						Accounts Receivable
	2018			2017			2018			2017
Customer A		*			14	%		*			14	%
Customer B		17	%		12	%*		15	%		15	%
Customer C		*			*			13	%		16	%
Customer D		*			*			*			13	%

We may choose to raise additional capital. Such capital may not be available, or may be available on unfavorable terms, which would adversely affect our ability to operate our business.

~~___________~~ We expect that our existing cash balances will be sufficient to meet our working capital and capital expenditure needs for the next twelve months. If we choose to raise additional funds, due to unforeseen circumstances or material expenditures, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to our existing stockholders.

*Amounts6 toTable ~~less~~of ~~than 10%~~Contents

7Our ~~Table~~market is subject to changing preferences; failure to keep up with these changes would result in our losing market share, thus seriously harming our business, financial condition and results of ~~Contents~~operations.

~~Patents~~Our customers and end users expect frequent product introductions and have changing requirements for new products and features. In order to be competitive, we need to develop and market new products and product enhancements that respond to these changing requirements on a timely and cost-effective basis. Our failure to do so promptly and cost effectively would seriously harm our business, financial condition and results of operations.

~~The~~We ~~Company~~could ~~has~~become ~~nine~~involved ~~U.S.~~in ~~Patents:~~claims or litigations that may result in adverse outcomes.

~~U.S.~~Due ~~Patent~~to ~~Nos.~~the ~~5,519,977~~nature ~~and~~of ~~7,347,031,~~our ~~“Joist~~business ~~Reinforcing~~from ~~Bracket,”~~time ato ~~bracket~~time ~~that~~we ~~reinforces~~may ~~wooden~~be ~~joists~~involved ~~with~~in a ~~hole~~variety ~~for the passage~~ of aclaims ~~utility~~or ~~conduit~~litigations. ~~The Company refers to this as its floor joist patch kit.~~

~~U.S.~~We ~~Patent~~have ~~No.~~had ~~5,625,997, “Composite Beam,”~~ a ~~composite~~history ~~beam~~of ~~that~~losses ~~includes an elongated metal shell~~ and amay ~~pierceable~~incur ~~insert~~future ~~for~~losses, ~~receiving~~which ~~nails,~~may ~~screws~~prevent orus ~~other~~from ~~penetrating~~attaining ~~fasteners~~profitability.

~~U.S.~~We ~~Patent~~have Noa history of operating losses since our inception. ~~5,832,691,~~We amay ~~continuation~~incur operating losses in ~~part~~the offuture, ~~U.S.~~and ~~Patent~~these Nolosses could be substantial and impact our ability to attain profitability. 5We expect to increase expenditures for product development,~~625~~ general and administrative expenses,~~997~~ and sales and marketing expenses; however, ~~“Composite~~if ~~Beam~~we cannot increase revenue growth,” awe ~~composite~~will ~~beam~~not ~~that~~achieve ~~includes~~or ansustain ~~elongated~~profitability ~~metal~~or ~~shell~~positive ~~and~~operating acash ~~pierceable~~flows. ~~insert~~Even ~~for~~if ~~receiving~~we ~~nails~~achieve profitability and positive operating cash flows, ~~screws~~we may not be able to sustain or ~~other~~increase ~~penetrating~~profitability ~~fasteners~~or positive operating cash flows on a quarterly or annual basis.

~~U.S.~~We ~~Patent~~cannot ~~No.~~predict ~~5,921,053,~~every ~~“Internally~~event ~~Reinforced~~and ~~Girder~~circumstance ~~with Pierceable Nonmetal Components,” a girder~~ that ~~includes~~may aimpact ~~pair~~our ofbusiness ~~“c”-shaped~~and, ~~members~~therefore, ~~secured~~the ~~together~~risks sodiscussed asherein tomay ~~form~~not abe ~~hollow box which permits~~ the ~~girder~~only toones beyou ~~secured~~should ~~within a building structure with conventional fasteners such as nails, screws and staples~~consider.

~~U.S.~~As ~~Patent~~we ~~Nos.~~continue ~~D472~~to grow our business,~~791S;~~ ~~D472~~we may encounter other risks of which we are not aware as of the date of this report. Certain of our key operational metrics,~~792S;~~ ~~D472~~including estimated gross contracted customer value,~~793S;~~ are based on various assumptions and ~~D477,210S,~~estimates ~~all~~we ~~modifications~~make that cover an extended period of ~~Metwood’s~~time. ~~Joist~~Actual ~~Reinforcing~~experience ~~Bracket,~~may ~~which~~vary ~~will~~materially from these estimates and assumptions and therefore undue reliance should not be ~~used~~placed ~~for~~on ~~repairs~~these metrics. These additional risks may cause serious damage to our business in the future, the impact of ~~wood~~which ~~I-joists~~we cannot estimate at this time.

~~Each~~We ofwill ~~the~~need ~~above-mentioned~~additional ~~patents~~funding ~~was~~if ~~originally~~we ~~issued~~intend toon ~~the~~growing ~~inventors~~ and ~~Company~~making ~~founders,~~future ~~Robert~~acquisitions. ~~Callahan~~If ~~and~~we ~~Ronald~~are B.unable ~~Shiflett~~to raise capital when needed, ~~who~~we ~~licensed~~would ~~these~~be ~~patents~~forced to usdelay, reduce or eliminate our planned development.

~~Need~~We ~~for~~expect ~~Government~~our ~~Approval~~expenses to increase in connection with our ongoing activities. We need to obtain substantial additional financing arrangements to provide working capital and growth capital and if financing is not available to us on acceptable terms when needed, our ability to continue to grow our business would be materially adversely impacted and or we would be forced to delay, reduce or eliminate some or all of ~~Principal~~our ~~Products~~research and development programs or commercialization efforts. Servicing our existing debt requires a significant amount of cash. We may not have sufficient cash flow from our business to timely pay our interest and principal obligations and may be forced to take other actions to satisfy our payment obligations.

~~Our~~Raising ~~products~~additional ~~must~~capital ~~either~~may because ~~sold~~dilution ~~with~~to anour ~~engineer’s seal or applicable building code approval. Currently~~stockholders, werestrict ~~are seeking International Code Council (“ICC”) code approval on~~ our ~~TUFFBEAMS.~~operations ~~Once~~or ~~that~~require ~~approval~~us is obtained, our products can be used in all fifty states and will eliminate the need for an engineer’s seal on individual products. To date, the Company’s 2x10 floor joist reinforcer has received both Bureau Officials Code Association approval (2001) and ICC approval (2004). At the date this document was filed the Company continues to ~~test~~relinquish ~~products~~rights to ~~achieve~~our ~~it’s~~technologies ~~stated~~or ~~goal~~product candidates.

~~Time~~Until ~~Spent~~the ~~During~~time, if ever, that we can generate substantial product revenues, we plan to finance our cash needs through some combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. We do not have any committed external source of funds. To the ~~Last~~extent ~~Two~~that ~~Fiscal~~we ~~Years~~raise onadditional ~~Research~~capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and ~~Development~~the ~~Activities~~terms of these new securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

~~There~~7 isTable noof fixed time that our time and resources have been spent during the last two fiscal years researching and developing our metal/wood products, new product lines, and new patents. Time and resources are utilized on research and development as required.Contents

~~Costs~~There ~~and~~is ~~Effects~~substantial ofdoubt ~~Compliance~~about ~~with~~our ~~Environmental~~ability ~~Laws~~to continue as a going concern

We dohave not ~~incur~~generated any ~~costs~~profit from combined operations since our inception. We expect that our operating expenses will increase over the next twelve months to ~~comply~~continue ~~with~~our ~~environmental~~development ~~laws~~activities. Based on our average monthly expenses and current burn rate, we estimate that our cash on hand as of June 30, 2019 will not sufficiently support our operation for the next twelve months. We do not expect to raise capital through debt financing from traditional lending sources since we are annot ~~environmentally~~currently ~~friendly~~generating ~~business~~a profit from operations. Therefore, we only expect to raise money through equity financing via the sale of our common stock or equity-linked securities such as convertible debt. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our ~~products~~business would fail. If we are ~~fabricated~~unsuccessful ~~from~~in ~~recycled~~raising ~~steel~~additional financing, we may need to curtail, discontinue or cease operations.

~~Number~~Risks ofAssociated ~~Total~~with ~~Employees~~Our ~~and~~Capital ~~Number of Full-Time Employees~~Stock

WeOur ~~had~~common ~~fourteen~~stock ~~employees~~may atbecome ~~June~~subject ~~30,~~to ~~2018~~the SEC's penny stock rules, ~~thirteen~~which ofmay ~~whom~~make ~~were~~it ~~full~~difficult ~~time~~for broker-dealers to complete customer transactions and could adversely affect trading activity in our securities.

8The ~~Table~~SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of ~~Contents~~less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be less than $5.00 per share for some period of time and therefore would be a "penny stock" according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

~~Item~~· ~~1A.~~make ~~Risk~~a ~~Factors~~special written suitability determination for the purchaser; · receive the purchaser's prior written agreement to the transaction; · provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks" and which describe the market for these "penny stocks" as well as a purchaser's legal remedies; and · obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a "penny stock" can be completed.

~~Our~~If ~~business~~required isto ~~subject~~comply towith ~~various~~these ~~risks~~rules, ~~including~~broker-dealers ~~those~~may ~~described~~find ~~below.~~it ~~You~~difficult ~~should~~to ~~carefully~~effectuate ~~consider~~customer ~~the~~transactions ~~following risk factors~~ and ~~all~~trading ~~other~~activity ~~information contained~~ in ~~this Form 10-K. If any of the following events or outcomes actually occurs,~~ our ~~business,~~securities ~~operating~~may ~~results,~~be ~~and~~adversely ~~financial conditions would likely suffer~~affected.

~~Changing~~8 ~~economic~~Table ~~conditions could materially adversely affect us - Our operations and performance depend significantly on regional and national economic conditions and their impact on levels~~ of spending by our customers and end users. Currently, those economic conditions have deteriorated and may remain depressed for the foreseeable future. These changing economic conditions could have a material adverse effect on demand for our products and on our financial condition and operating results.Contents

~~Current~~The ~~volatility~~market ~~and disruption in the capital and credit markets may continue to exert downward pressure on our stock~~ price -of ~~The capital and credit markets have been experiencing extreme volatility and disruption over the past year. Stock markets in general, and~~ our ~~stock~~common ~~price in particular, have experienced significant volatility over the past year. Our~~ stock ~~recently~~may ~~traded at historic lows. In the future, there can~~ be novolatile ~~assurance~~and ~~that~~may ~~price~~fluctuate ~~volatility~~ in ~~the~~a ~~stock~~way ~~markets in general will abate or~~ that ~~our~~is ~~stock~~disproportionate ~~price~~to ~~in particular will rise. Additionally, the volatility in the credit markets could impact~~ our ~~ability~~operating ~~to access new financing~~performance.

WeOur ~~have~~stock aprice ~~history of operating losses and~~ may ~~incur~~experience ~~future~~substantial ~~losses.~~volatility Weas ~~incurred~~a ~~net~~result ~~losses~~ of ~~$482,132~~a ~~for~~number the fiscal year ended June 30, 2018 and $ 434,612 for the year ended June 30, 2017. Our ability to generate significant revenues and maintain profitability is dependent in large part on our ability to expand our customer base; increase sales of ~~our products to existing customers; manage our expense growth; enter into additional supply~~factors, ~~license and collaborative arrangements; and successfully manufacture and commercialize products incorporating our technologies in new applications and in new markets.~~including:

~~Item~~· 2.sales ~~Properties~~or potential sales of substantial amounts of our common stock; · the success of competitive products or technologies; · announcements about us or about our competitors, including new product introductions and commercial results; · the recruitment or departure of key personnel; · developments concerning our licensors or manufacturers; · litigation and other developments; · actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; · variations in our financial results or those of companies that are perceived to be similar to us; and · general economic, industry and market conditions.

~~During~~Many ~~the~~of ~~year~~these ~~ended~~factors ~~June~~are ~~30,~~beyond ~~2005,~~our wecontrol. ~~sold~~The ~~our~~stock ~~facilities~~markets toin ageneral, ~~related~~and ~~party~~the market for ~~$600,000~~FinTech (financial technology) and ~~subsequently~~blockchain ~~leased~~companies ~~the~~in ~~facilities~~particular, ~~back~~have ~~under~~historically aexperienced ~~long-term~~extreme ~~lease~~price ~~agreement~~and volume fluctuations. WeThese ~~now~~fluctuations ~~lease~~often ~~our~~have ~~facilities~~been inunrelated ~~Boones~~or ~~Mill,~~disproportionate ~~Virginia,~~to ~~which~~the ~~consist~~operating performance of ~~corporate~~these ~~offices,~~companies. ~~warehouses,~~Broad amarket ~~garage/vehicle~~and ~~maintenance~~industry ~~building~~factors could reduce the market price of our common stock, ~~and~~regardless ~~other~~of ~~multi-use~~our ~~buildings~~actual operating performance.

We docurrently ~~not~~have ~~invest~~outstanding inshares ~~real~~of ~~estate~~preferred orstock ~~interests~~that inhave ~~real~~special ~~estate,~~rights ~~real~~that ~~estate~~could ~~mortgages~~limit orour ~~securities~~ability to undertake corporate transactions, inhibit potential changes of orcontrol ~~interests~~and reduce the proceeds available to our common stockholders in ~~persons~~the ~~primarily~~event ~~engaged~~of a change in ~~real~~control. ~~estate~~Additionally, ~~activities~~even ~~and~~after ~~therefore~~our preferred stock converts to common stock, certain of our stockholders will have norights ~~policies~~that ~~related~~could limit our ability to ~~such~~undertake ~~investments~~corporation transactions and inhibit changes of control.

~~Item~~As 3of December 31, 2020 we have outstanding two classes of stock, common stock and preferred stock, and there are two series of preferred stock, Class A Class B, Convertible Preferred Stock. ~~Legal~~The ~~Proceedings~~holders of Class A Convertible Preferred Stock are entitled to super voting and super converting rights. As a result of the rights our Class A Convertible Preferred Stock holders have, we may not be able to undertake certain corporate transactions, including equity or debt offerings necessary to raise sufficient capital to run our business, change of control transactions or other transactions that may otherwise be beneficial to our businesses. These provisions may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which our common stockholders might otherwise receive a premium price for their shares. The market price of our common stock could be adversely affected by the rights of our preferred stockholders.

~~There~~9 isTable ~~no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self- regulatory organization or body pending or, to the knowledge~~ of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.Contents

~~Item~~We 4.have ~~Submission~~never ofpaid ~~Matters~~and todo anot ~~Vote~~intend ofto ~~Security~~pay ~~Holders~~cash dividends.

NoWe ~~matter~~have ~~was~~never ~~submitted~~paid cash dividends on any of our common stock and we currently intend to retain future earnings, if any, to fund the development and growth of our business. As a ~~vote~~result, ~~during~~capital appreciation, if any, of our common stock will be our common stockholders' sole source of gain for the ~~year~~foreseeable future. Under the terms of our existing Articles of Incorporation, we cannot declare, pay or set aside any dividends on shares of any class or series of our capital stock, other than dividends on shares of common stock payable in shares of common stock, unless we pay dividends to the holders of our preferred stock. Additionally, without special stockholder and board approvals, we cannot currently pay or declare dividends and will be limited in our ability to do so until such time, if ever, that we are listed on a stock exchange.

9We ~~Table~~will incur increased costs as a result of ~~Contents~~operating as a public reporting company, and our management will be required to devote substantial time to new compliance initiatives.

~~PART~~As IIa public reporting company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

~~Item~~We 5.currently ~~Market~~have ~~for~~outstanding, ~~Common~~and ~~Equity~~we ~~and~~may, ~~Related~~in ~~Stockholder~~the ~~Matters~~future issue instruments which are convertible into shares of common stock, which will result in additional dilution.

~~Because~~We ~~there~~currently ishave noan ~~active~~outstanding ~~trading~~instrument ~~market~~which ~~for~~is ~~Metwood,~~convertible ~~Inc.~~into shares of common stock, itand iswe ~~difficult~~may need to ~~determine~~issue ~~the~~similar ~~market~~instruments ~~value~~in of the ~~stock~~future. ~~Based~~In on the ~~recent~~event ~~close~~that ofthese ~~our~~convertible instruments are converted into shares of common stock, ator ~~March~~that 26we ,make ~~2019,~~additional issuances of ~~$.08~~other ~~per~~convertible ~~share~~or ~~(with~~exchangeable asecurities, ~~52-week~~you ~~high~~could ofexperience ~~($0~~additional dilution.~~08)~~ Furthermore, ~~the~~we ~~market~~cannot ~~value~~assure ofyou that we will be able to issue shares ~~held~~or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by ~~non-affiliates~~investors ~~would~~or bethe ~~$329,101~~then current market price.

~~Our~~Item ~~common~~1B. ~~stock~~Unresolved isStaff ~~currently listed on the OTCQB market, the middle tier of the OTC marketplace under the symbol “MTWD~~Comments.~~OB.”~~

The ~~following~~Company ~~table~~is ~~sets~~neither ~~forth~~an ~~high~~accelerated ~~and~~filer ~~low~~nor ~~bid~~a ~~information~~large, ~~for~~accelerated ~~each~~filer, ~~full~~as ~~quarterly~~defined ~~period~~in ~~within~~Rule ~~the~~12b-2 ~~two~~of ~~most~~the ~~recent~~Exchange ~~fiscal~~Act ~~years~~(§240.12b-2 ~~These~~of ~~over-the-counter~~this ~~market~~chapter), ~~quotations~~nor ~~reflect~~is ~~inter~~it a well-~~dealer~~known ~~prices,~~seasoned ~~without~~issuer ~~retail~~as ~~mark-up,~~defined ~~mark-down~~in orRule ~~commission~~405 of the Securities Act (§230.405 of this chapter), and ~~may~~as such is not ~~necessarily~~required ~~represent~~to ~~actual~~provide ~~transactions~~the information required by this item.

Year Ended June 30, 2018	High		Bid
First Quarter	$	0.226	$	0.10
Second Quarter	$	0.226	$	0.226
Third Quarter	$	0.10	$	0.16
Fourth Quartet	$	0.15	$	0.06

Item 2. Properties.

Year Ended June 30, 2017
First Quarter	$	0.30	$	0.20
Second Quarter	$	0.20	$	0.15
Third Quarter	$	0.15	$	0.13
Fourth quarter	$	0.13	$	0.10

Emerge occupies a leased facility in Mount Dora, Florida.

~~The~~Item ~~approximate number of holders of record of our common stock as of June 20, 2019 was 1,103~~3. ~~This~~Legal ~~number does not include an indeterminate number of stockholders whose shares are held by brokers in street name~~Proceedings. ~~The number of stockholders has been substantially the same during the past ten years.~~

~~Dividends~~Neither the Company nor its property is a party to any pending material legal proceeding.

WeItem ~~have~~4. ~~not~~Submission ~~paid~~of ~~any~~Matters ~~dividends on our common stock and do not intend~~ to ~~pay~~a ~~dividends~~Vote inof ~~the~~Security ~~foreseeable future.~~Holders

10No ~~Table~~matter ofwas ~~Contents~~submitted to a vote during the year.

~~Item.~~10 6Table ~~Selected~~of ~~Financial Data Information provided in Item 8.~~Contents

~~Item~~PART ~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operation~~II

~~Results~~Market ~~of Operations~~Information

~~Below~~The ~~are~~Common ~~selected~~Stock ~~financial~~of ~~data~~the Company is currently trading on the OTCQB market under the symbol “MTWD.” The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the ~~years~~periods ~~ended~~indicated. ~~June~~These 30quotations reflect inter-dealer prices without retail mark-up, ~~2018~~mark-down, or commissions, and ~~2017:~~may not reflect actual transaction.

	2018			2017
Yearly period	High			Low
Revenues	$	1,938,222		$	1,864,222
Fiscal year ended June 30, 2019:
Net loss	$	(482,132	)	$	(434,612	)
First Quarter	$	0.15		$	0.08
Net loss per common share	$	(0.03	)	$	(0.02	)
Second Quarter	$	0.21		$	0.08
Weighted average common shares		17,766,647			17,766,647
Third Quarter	$	0.15		$	0.15
Fourth Quarter	$	0.15		$	0.09
Fiscal year ended June 30, 2018:
First Quarter	$	0.226		$	0.10
Second Quarter	$	0.226		$	0.226
Third Quarter	$	0.226		$	0.06
Fourth Quarter	$	0.15		$	0.06

~~At June 30, 2018 and 2017:~~Holders

Total assets	$	1,166,822	$	1,254,533
Working capital	$	369,231	$	505,886
Stockholders’ equity	$	790,682	$	960,814

The approximate number of holders of record of our common stock as of June 30, 2019 was 1,103. This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The number of stockholders has been substantially the same during the past ten years.

~~No dividends have been declared or paid during the periods presented.~~Dividends

~~Revenues~~Through ~~and~~June ~~cost~~30, of2019, ~~sales~~we -have ~~Gross~~never ~~sales~~paid incash ~~cre~~dividends ~~ased~~on ~~$74,000,~~any orof 4%our capital stock, ~~for~~and ~~the~~we ~~year~~currently ~~ended~~intend ~~June~~to ~~30,~~retain ~~2018~~our ~~(“fiscal~~future ~~2018”)~~earnings, ~~compared~~if any, to fund the ~~year~~development ~~ended~~and ~~June~~growth ~~30,~~of ~~2017~~our ~~(“fiscal 2017”)~~business. ~~Gross~~We ~~profit~~do ~~decreased~~not ~~$60,982(~~intend ~~9%)~~to ~~from~~pay ~~fiscal~~cash ~~2017~~dividends to ~~fiscal~~holders ~~2018~~of our common stock in the foreseeable future.

~~The~~Recent ~~Company’s~~Sales ~~sales~~of ~~increase~~Unregistered for fiscal 2018 versus fiscal 2017 reflects an increase in the overall economy and in the building industry in particular, although the commercial market has continued to increase and the residential market is showing increased activity. The potential for increased sales volume as the Company goes forward is enhanced by the fact that we are now an authorized fabricator for the Dynatruss light-gage steel truss system, begun in March 2008.Securities

11During ~~Table~~the ofyear ~~Contents~~ended June 30, 2019, there were no sales by the Company (which have not been included in a Quarterly Report on Form 10Q or in a Current Report on Form 8-K) that were not registered under the Securities Act:

~~Cost~~Item ~~of sales increased $134,982, or 11~~6.~~5%,~~ inSelected ~~fiscal~~Financial ~~2018 compared to fiscal 2017, representing a disproportionate increase compared to the 4% increase in gross sales~~Data. ~~Material costs, primarily metal products, were significantly higher in fiscal 2018 compared to fiscal 2017 and accounted for much of the disproportional inecrease.~~

~~Operating~~As ~~expenses~~a -"smaller ~~These~~reporting ~~costs~~company" ~~decreased~~as ~~$43,264~~defined ~~from~~by ~~fiscal~~Item ~~2017~~10 toof ~~fiscal~~Regulation ~~2018.~~S-K, ~~The~~the ~~decrease~~Company ~~was~~is innot ~~large~~required ~~part from less expense for Research and Development . We are invested in decreasing expenditures where possible in order~~ to ~~maximize~~provide ~~our~~this ~~net earnings~~information.

~~Other~~11 ~~income~~Table ~~(expense) - Other income (expense ) in fiscal 2018 were $(21,465) compared to other income~~ of ~~$8,697 in fiscal 2017. The change was the result of the sale of assets that were no longer needed in fiscal 2017 and interest expense increase in fiscal 2018.~~Contents

WeItem ~~have~~7. ~~historically~~Management's ~~funded~~Discussion ~~our cash needs through operating income~~ and ~~credit~~Analysis ~~line draws as needed. We will continue to rely on sales revenue as our main source~~ of ~~liquidity~~Financial ~~and~~Condition will incur debt primarily to fund inventory purchases as sales growth produces increased product demand. Liquidity needs that cannot be met by current sales revenue may also arise in certain unusual circumstances such as has previously occurred when rain and ~~snow~~Results significantly slowed construction activity and resulted in a corresponding decline in demand for our products. In those circumstances, debt may be added to meet our fixed costs and to maintain inventory in anticipation of ~~a spurt in product demand that generally occurs once a weather-related slowdown has ended~~Operations.

OnThe afollowing ~~long-term~~discussion ~~basis,~~should webe ~~also~~read ~~anticipate~~in ~~that~~conjunction ~~product~~with ~~demand~~our ~~will~~audited ~~increase~~financial ~~considerably~~statements ~~as we continue to expand our marketing~~ and ~~advertising campaign, which may include~~ the ~~use~~related ofnotes ~~television,~~that ~~radio,~~appear ~~print~~elsewhere ~~and~~in ~~internet~~this ~~advertising~~Annual Report. ~~Efforts~~The ~~are~~following ~~well~~discussion ~~underway~~contains ~~to increase the number of out~~forward-~~of-state~~looking ~~sales~~statements ~~representatives/brokers~~that ~~who~~reflect ~~will market~~ our ~~products~~plans, ~~throughout~~estimates ~~the~~and ~~country~~beliefs. AsOur ~~sales~~actual ~~increase,~~results wecould ~~can~~differ ~~add~~materially afrom ~~second~~those ~~shift~~discussed toin ~~meet~~ the ~~additional~~forward-looking ~~product~~statements. ~~demand~~Factors ~~without~~that ~~having~~could tocause ~~use~~or ~~funds~~contribute to ~~expand~~such ~~our~~differences ~~production~~include,but ~~facilities.~~are Ifnot ~~additional~~limited ~~cash becomes necessary~~ to ~~fund~~those ~~our~~discussed ~~growth,~~below weand ~~may~~elsewhere ~~raise~~in this ~~capital~~Annual ~~through an additional follow-on stock offering rather than taking on more debt~~Report. ~~However,~~Our ~~there~~audited ~~can~~financial bestatements noare ~~assurance~~stated ~~that we will be able to obtain additional equity or debt financing~~ in ~~the~~United ~~future.~~States IfDollars weand are ~~unable~~prepared toin ~~raise~~accordance ~~additional~~with ~~capital~~United asStates ~~needed,~~Generally ~~our~~Accepted ~~growth~~Accounting ~~potential will be adversely affected, and we would have to significantly modify our plans~~Principles.

12Results ~~Table~~from ofOperations ~~Contents~~– For the year ended June 30, 2019 as compared to June 30, 2018.

~~Item~~Below 8.are ~~Financial~~selected ~~Statements~~financial ~~and~~data ~~Supplementary~~for ~~Data~~the years ended June 30, 2019 as compared to June 30, 2018

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	2019			2018
Revenues	$	-		$	-
Net Loss	$	(2,235,593	)	$	25,635
Net Loss per common Shares	$	(0.15	)	$	-

Weighted Avg common Shares		17,797,685			17,766,647

Total Assets	$	27,041		$	1,166,822
Working Capital	$	(347,594	)	$	790,682
Stockholders' Equity	$	(347,594	)	$	790,682

ToNo ~~the~~dividends ~~Board~~have ofbeen ~~Directors~~declared ~~and~~or ~~Stockholders~~paid ofduring ~~Metwood,~~the ~~Inc~~periods presented.

~~Opinion~~Revenue onand ~~the~~Cost ~~Financial~~of ~~Statements~~Sales

WeThe ~~have~~assets ~~audited~~purchase ~~the~~and ~~accompanying~~sale ~~consolidated balance sheets~~ of ~~Metwood, Inc. (~~the ~~“Company”)~~previous atoperations ~~June~~makes ~~30,~~any ~~2018~~comparisons ~~and 2017 and the related consolidated statements~~ of ~~operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “~~financial ~~statements”).~~data Inimpossible ~~our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows~~ for ~~the~~these ~~years~~fiscal ~~then ended, in conformity with accounting principles generally accepted in the United States of America~~years.

~~Explanatory~~We ~~Paragraph~~have –historically ~~Going~~funded ~~Concern~~our cash needs through operating income and advances from the parent company, Health Holdings, LLCas needed.. We will continue to rely on sales revenue as our main source of liquidity and will incur debt primarily to fund inventory purchases as sales growth produces increased product demand. Liquidity needs thatcannot be met by current sales revenue may also arise in certain unusual circumstances such as has previously occurred when rain and snow significantly slowed construction activity and resulted in a corresponding decline in demand for our products. In those circumstances, debt may be added to meet our fixed costs and to maintain inventory in anticipation of a spurt in product demand that generallyoccurs once a weather-related slowdown has ended.

~~The~~On ~~accompanying~~a ~~financial~~long-term ~~statements~~basis, ~~have~~we ~~been~~also ~~prepared~~anticipate ~~assuming~~ that ~~the~~product ~~Company~~demand will ~~continue~~increase considerably as awe ~~going~~continue ~~concern.~~to Asexpand ~~discussed~~our inmarketing ~~Note~~and 2advertising tocampaign, which may include the ~~financial~~use ~~statements~~of television, ~~the~~radio, ~~Company~~print ~~has~~and ~~suffered~~internet ~~recurring~~advertising. ~~losses~~Efforts ~~from~~are ~~operations~~well ~~for~~underway to increase the ~~past~~number ~~several~~of ~~years~~out-of-state sales representatives/brokers who will market our products throughout the country. ~~This~~As ~~condition~~sales ~~raises~~increase, ~~substantial~~wecan ~~doubt~~add ~~about~~a ~~its~~second ~~ability~~shift to ~~continue~~meet asthe aadditional ~~going~~product ~~concern~~demand without having to use funds to expand our production facilities. ~~Management’s~~If ~~plans~~additional incash ~~regard~~becomes necessary to fund our growth, we may raise this ~~matter~~capital ~~are~~through ~~also~~an ~~described~~additional infollow-on ~~Note~~stock 2.offering ~~The~~rather ~~financial~~than ~~statements~~taking doon ~~not~~more ~~include~~debt. ~~any~~However, ~~adjustments~~there can be no assurance that ~~might~~we ~~result~~will ~~from~~be able to obtain additional equity or debt financing in the ~~outcome~~future. ofIf ~~this~~we ~~uncertainty~~are unable to raise additional capital as needed, our growth potential will be adversely affected, and we would have to significantly modify our plans.

~~Basis~~12 ~~for~~Table ~~Opinion~~of Contents

~~These~~Critical financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Policies

WeThe ~~conducted~~preparation ~~our~~of ~~audits~~financial statements in ~~accordance~~conformity with ~~the~~accounting ~~standards~~principles ofgenerally accepted in the ~~PCAOB.~~United ~~Those~~States ~~standards~~of ~~require~~America ~~that~~requires wemanagement ~~plan~~to make estimates and ~~perform~~assumptions that affect the ~~audits~~reported toamounts ~~obtain~~of ~~reasonable~~assets ~~assurance~~and ~~about~~liabilities ~~whether~~and the ~~financial~~disclosure ~~statements~~of ~~are~~contingent ~~free~~assets and liabilities of ~~material~~the ~~misstatement,~~date ~~whether~~of ~~due~~the tofinancial ~~error~~statements orand ~~fraud.~~the ~~The~~reported ~~Company~~amounts isof ~~not~~revenues ~~required~~and toexpenses ~~have,~~during ~~nor~~the ~~were~~reporting weperiod. ~~engaged~~Notes to ~~perform,~~the anConsolidated ~~audit~~Financial ofStatements ~~its~~describes ~~internal~~the ~~control~~significant ~~over~~accounting ~~financial~~policies ~~reporting.~~and Asmethods ~~part~~used in the preparation of ~~our~~the ~~audits~~Consolidated weFinancial Statements. Estimates are ~~required~~used tofor, ~~obtain~~but annot ~~understanding~~limited ofto, ~~internal~~contingencies ~~control~~and ~~over~~taxes. ~~financial~~Actual ~~reporting~~results ~~but~~could ~~not~~differ ~~for~~materially ~~the~~from ~~purpose~~those ofestimates. ~~expressing~~The anfollowing ~~opinion~~critical onaccounting ~~the~~policies ~~effectiveness~~are ofimpacted ~~the~~significantly ~~Company’s~~by ~~internal~~judgments, ~~control~~assumptions, ~~over~~and ~~financial~~estimates ~~reporting.~~used ~~Accordingly,~~in wethe ~~express~~preparation noof ~~such~~the ~~opinion~~Consolidated Financial Statements.

~~Our~~FASB ~~audits~~ASC ~~included~~718, ~~performing~~Stock ~~procedures~~Compensation, torequires ~~assess~~all ~~the~~share-based ~~risks~~payments ofto ~~material misstatement of the financial statements~~employees, ~~whether~~including ~~due~~grants toof ~~error~~employee orstock ~~fraud~~options, ~~and performing procedures that respond~~ to ~~those~~be ~~risks.~~recognized ~~Such~~as ~~procedures~~compensation ~~included~~expense ~~examining,~~over onthe aservice ~~test~~period ~~basis,~~(generally ~~evidence regarding~~ the ~~amounts~~vesting ~~and~~period) ~~disclosures~~ in the consolidated financial statements. ~~Our~~based ~~audits~~on ~~also~~their ~~included~~fair ~~evaluating~~values. ~~the~~The ~~accounting~~impact ~~principles~~of ~~used~~forfeitures ~~and~~that ~~significant~~may ~~estimates~~occur ~~made~~prior byto ~~management,~~vesting asis ~~well~~also asestimated ~~evaluating~~and ~~the~~considered ~~overall~~in ~~presentation of~~ the ~~financial~~amount ~~statements~~recognized. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~/s/~~Loss ~~Turner, Stone & Company, L.L.P.~~ Contingencies

~~Dallas~~The Company is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, ~~Texas~~as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to us to determine whether such accruals should be adjusted.

~~August~~Income ~~27, 2019~~Taxes

WeThe ~~have~~Company ~~served~~recognizes asdeferred tax assets (future tax benefits) and liabilities for the ~~Company’s~~expected ~~auditor~~future ~~since~~tax ~~2018~~consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return benefits or consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.

13Recent ~~Table~~Accounting ~~of Contents~~Pronouncements

~~METWOOD,~~See ~~INC.~~Note ~~AND~~2 ~~SUBSIDIARY~~of the consolidated financial statements for discussion of Recent Accounting Pronouncements.

~~CONSOLIDATED~~Off-Balance ~~BALANCE~~Sheet ~~SHEETS~~Arrangements

ASWe OFare ~~JUNE~~not 30currently a party to, ~~2018~~or ~~AND~~otherwise ~~2017~~involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

	2018			2017
Current Assets
Cash and cash equivalents	$	61,872		$	67,854
Accounts receivable, net of reserve		225,414			184,290
Inventory		439,649			518,001
Other current assets		18,436			14,755
Total current assets		745,371			784,900
Property and Equipment improvements
Leasehold Improvements		274,869			274,869
Furniture, fixtures and equipment		78,222			78,222
Computer and software		193,204			186,517
Machinery & Equipment		744,672			741,884
Vehicles		415,528			393,887
Land improvements		67,959			67,959
Total property and equipment		1,774,454			1,743,338
Less accumulated depreciation		(1,353,003	)		(1,273,705	)
Net property and equipment		421,451			469,633
Total assets	$	1,166,822		$	1,254,533
Current liabilities
Accounts payable and accrued expenses	$	247,150		$	178,928
Accrued payroll expense		19,177			22,625
Demand note payable-related party		77,460			77,460
Convertible note payable-related party note discount of $17,647 and $38,294, respectively		32,353			14,706
Total current liabilities		376,140			293,719
Commitments and contingencies Note 4
Shareholders' equity
Preferred stock (par $.001) 40,000,000 shares authorized 0 outstanding
Common stock (par $.001) 100,000,000 authorized outstanding 17,766,647		17,767			17,767
Paid in capital		3,550,236			3,550,236
Accumulated deficit		(2,153,321	)		(1,671,189	)
Contra equity-prepaid rent		(624,000	)		(936,000	)
Total stockholders' equity		790,682			960,814
Total liabilities and stockholders' equity	$	1,166,822		$	1,254,533

Recently Adopted Accounting Standards

~~The~~In ~~accompanying~~May ~~notes~~2014, ~~are~~the anFASB ~~integral~~issued ~~part~~ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of ~~these~~guidelines ~~consolidated~~for revenue recognition to be used across all industries and requires additional disclosures. It is effective for annual and interim reporting periods beginning after December 15, 2017. We adopted this standard on January 1, 2018 and it did not have a material impact on our financial ~~statements~~position or results of operations.

14Purchase ~~Table~~ of ~~Contents~~Significant Equipment

~~METWOOD~~We have not previously, ~~INC.~~nor ~~AND~~do ~~SUBSIDIARY~~we intend to purchase any significant equipment during the next twelve months.

~~CONSOLIDATED~~Item ~~STATEMENTS~~7A. OFQuantitative ~~OPERATIONS~~and Qualitative Disclosures About Market Risk.

~~FOR~~Pursuant ~~THE~~to ~~YEARS~~Item ~~ENDED~~305(e) ~~JUNE~~of 30Regulation S-K (§ 229.305(e)), ~~2018~~the ~~AND~~Company ~~2017~~is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

	2018			2017
Gross sales	$	1,938,222			1,864,222
Cost of sales		1,304,551			1,169,569
Gross profit		633,671			694,653
Operating expenses
Advertising		35,025			27,330
Bad debt recovery		0			(47	)
Depreciation		26,054			27,676
Insurance		31,397			40,419
Payroll expense		457,529			445,573
Professional fees		15,251			39,089
Rent related party		385,586			379,640
Repairs and maintenance		11,005			6,670
Research and development		6,375			52,130
Telephone		13,052			25,621
Vehicle		27,051			24,407
Other		86,013			69,454
Total operating expenses		1,094,338			1,137,962
Operating income (loss)		(460,667	)		(443,309	)
Other Income (expense)
Interest		(25,635	)		(23,184	)
Gain on sale of asset		0			25,988
Other Income (expense)		4,170			5,893
Total Other Income (expense)		(21,465	)		8,697
Net income (loss) before taxes		(482,132	)		(434,612	)
Income taxes		0			0
Net (loss)	$	(482,132	)	$	(434,612	)
Basic loss per share	$	(0.03	)	$	(0.02	)
Weighted number of shares outstanding		17,766,647			17,766,647

Table of Contents

~~The~~Item ~~accompanying~~8. ~~notes~~Financial ~~are~~Statements anand ~~integral~~Supplementary ~~part of these consolidated financial statements~~Data.

15Index ~~Table~~to ofFinancial ~~Contents~~Statements

METWOOD, INC. AND SUBSIDIARY

Report of the Independent Registered Public Accounting Firm			F-1

Consolidated Balance Sheets as of June 30, 2019 and 2018			F-2

Consolidated Statements of Operations for the Years Ended June 30, 2019 and 2018			F-3

Consolidated Statements of Stockholders’ Deficit for the Years Ended June 30, 2019 and 2018			F-4

Consolidated Statements of Cash Flows for the Years Ended June 30, 2019 and 2018			F-5

Notes to Consolidated Financial Statements			F-6

~~CONSOLIDATED~~14 ~~STATEMENT~~Table OFof ~~STOCKHOLDERS' EQUITY~~ Contents

ASREPORT OF ~~JUNE~~INDEPENDENT ~~30,~~REGISTERED ~~2018~~PUBLIC ~~AND~~ACCOUNTING ~~2017~~FIRM

	Common		Common		Additional								Total
	Shares		shares		Paid-in		Prepaid			Retained			Shareholders'
	(000s)		($.001 Par)		Capital		Rent			Earnings			Equity
Balances June 30, 2016		17,767	$	17,767		3,500,236		(1,248,000	)		(1,236,577	)		1,033,426
Amortization of prepaid rent								312,000						312,000
Discount on convertible note						50,000								50,000
Net loss for year											(434,612	)		(434,612	)
Balances June 30, 2017		17,767	$	17,767		3,550,236	$	(936,000	)		(1,671,189	)		960,814
Amortization of prepaid rent								312,000						312,000
Net loss for year											(482,132	)		(482,132	)
Balances June 30, 2018		17,767	$	17,767		3,550,236	$	(624,000	)		(2,153,321	)		790,682

To the Board of Directors and Stockholders of Metwood, Inc.

~~The~~Opinion ~~accompanying~~on ~~notes~~the ~~are~~Financial ~~an integral part of these consolidated financial statements~~Statements

16We ~~Table~~have audited the accompanying consolidated balance sheets of ~~Contents~~Metwood, Inc. and its subsidiaries (the “Company”) as of June 30, 2019 and 2018 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2019 and 2018, and the results of its consolidated operations and its consolidated cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~METWOOD,~~Explanatory ~~INC.~~Paragraph ~~AND~~– ~~SUBSIDIARY~~Going Concern

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFfinancial ~~CASH~~statements ~~FLOWS~~have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~FOR~~Basis ~~THE~~for ~~YEARS ENDED JUNE 30, 2018 AND JUNE 30, 2017~~Opinion

	2018			2017
Net loss	$	(482,132	)	$	(434,612	)
Adjustments to reconcile net loss to net cash provided by (used in)
Depreciation		79,298			81,587
Gain on sale of assets		0			(25,988	)
Allowance for inventory obsolescence		0			25,738
Amortization of prepaid rent		312,000			312,000
Amortization of convertible note discount		17,647			14,706
(Increase) decrease in operating assets
Accounts receivable		(41,124	)		2,680
Inventories		78,352			(64,536	)
Other current assets		(3,681	)		(2,301	)
Deferred tax asset					0
Increase (Decrease in liabilities
Accounts payable and accrued expenses		68,222			8,821
Accrued payroll		(3,448	)		3,744
Net cash provided (used) in operating activities		25,134			(78,161	)
Investment activities
Property and equipment purchases		(31,116	)		(22,736	)
Proceeds from disposal of property and equipment		0			27,442
Net cash provided (used in) investment activities		(31,116	)		4,706
Financing activities
Convertible note-related party		0			50,000
Total cash provided financing operations					50,000
Increase (decrease) in cash		(5,982	)	$	(23,455	)
Beginning cash		67,854			91,309
Ending cash	$	61,872		$	67,854
Supplemental Disclosure of cash flow information
Interest paid	$	0		$	0
Income tax paid	$	0		$	0
Supplemental Disclosure of Non-cash flow information
Notes payable related party advances through Accounts payable	$	0		$	14,532
Notes payable related party payments
through Accounts receivable	$	0		$	(11,000	)
Discount on convertible debt	$	0		$	50,000

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The~~We ~~accompanying~~conducted ~~notes~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an ~~integral~~audit of its internal control over financial reporting. As part of ~~these~~our ~~consolidated~~audits, we are required to obtain an understanding of internal control over financial ~~statements~~reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

17Our ~~Table~~audits included performing procedures to assess the risks of ~~Contents~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~METWOOD~~/s/ Turner, ~~INC.~~Stone ~~AND~~& ~~SUBSIDIARY~~Company, L.L.P.

~~NOTES~~Dallas, ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Texas

~~JUNE~~September 3026, ~~2018 AND 2017~~2021

~~NOTE~~We 1have -served ~~ORGANIZATION~~as ~~AND~~the ~~OPERATIONS~~Company’s auditor since 2017.

Metwood, Inc. (“The Company”, “we”, “us”) was organized under the laws of the Commonwealth of Virginia on April 7, 1993. On June 30, 2000, Metwood entered into an Agreement and Plan of Reorganization in which the majority of its outstanding common stock was acquired by a publicly held Nevada shell corporation. The acquisition was a taxF-~~free~~1 ~~exchange~~Table ~~for federal and state income tax purposes and was accounted for as a reverse merger. Upon acquisition, the name~~ of the shell corporation was changed to Metwood, Inc. and Metwood, Inc., the Virginia corporation, became a wholly owned subsidiary of Metwood, Inc., the Nevada corporation. The publicly traded shell corporation had not had a material operating history for several years prior to the merger. Contents

The Company provides construction-related products and engineering services to residential customers and contractors, commercial contractors, developers and retail enterprises, primarily in southwestern Virginia

METWOOD INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
FOR THE PERIODS ENDED JUNE 30, 2019 AND 2018

	2019			2018
Current Assets
Cash and cash equivalents	$	17,291		$	0
Current assets held for sale		0			745,371
Total current assets		17,291			745,371

Property and Equipment improvements
Machinery & Equipment		9,750			0
Non current assets held for sale		0			421,451
Total property and equipment		9,750			421,451

Total assets	$	27,041		$	1,166,822

Current liabilties
Accounts payable and accrued expenses	$	38,852		$	0
Accrued interest payable		12,000			0
Convertible note payable-related party Note Discount		50,000			32,353
of $ 0 and $17,647 respectively
Advances from Shareholder		65,000
Note payable - Metwood (Virginia)		300,000			0
Current liabilities held for sale		0			343,787
Total liabilities	$	465,852		$	376,140

COMMITMENTS AND CONTINGENCIES - NOTE 4

Shareholders' Equity (deficit)
Preferred stock (par $.001) 40,000,000 shares authorized 0 outstanding
Commn stock (par $0.001) 100,000,000 authorized outstanding 23,367,647 and 17,767,647, respectively		23,367			17,767
Paid in capital		4,384,636			3,550,236
Accumulated deficit		(4,846,814	)		(2,153,321	)
Contra equity-prepaid rent		0			(624,000	)
Total shareholders' equity (deficit)		(438,811	)		790,682

Total liabilites and shareholders' equity	$	27,041		$	1,166,822

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

~~NOTE~~ F-2 -Table ~~SUMMARY~~of ~~OF SIGNIFICANT ACCOUNTING PRACTICES~~Contents

A. Going Concern

METWOOD, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED JUNE 30, 2019 AND 2018

	2019			2018

Gross sales	$	0		$	1,938,222
Cost of sales		0			1,304,551
Gross profit		0			633,671

Operating expenses		91,217			1,087,963
Research and development		2,235,593			6,375
Total operating expenses		2,326,810			1,094,338
Net loss from operations		(2,326,810	)		(460,667	)

Other Income (expense)
Interest		(27,706	)		(25,635	)
Total Other Income (expense)		(27,706	)		4,170
Net income (loss) before taxes		(2,354,516	)		(21,465	)
Income taxes		0			0
Net Loss	$	(2,354,516	)	$	(482,132	)
Loss from discontinued operations		(1,462,790	)		0
Net Loss	$	(3,817,306	)		(482,132	)

Loss from operations
Basic loss per share	$	(0.15	)	$	0.03
Weighted number of shares outstanding		17,797,685			17,766,647

Loss from discontinued operations
Basic loss per share		0.02		$	0.00
Weighted number of shares outstanding		17,797,685			17,766,647

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

~~The~~F-3 ~~consolidated~~Table ~~financial statements have been presented on the basis that we are a going concern, which contemplates the realization~~ of assets and satisfaction of liabilities in the normal course of business. We have sustained significant operating losses which raises substantial doubt about the Company’s ability to continue as a going concern. During the year ended June 30, 2018, The Company incurred a loss from operations of $482,132 and has an accumulated deficit of $2,153,321. Management will continue its ongoing efforts to increase the customer base and seek lower cost suppliers to generate future profits.Contents

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. The basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

METWOOD INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Deficit)
FOR THE PERIODS ENDED JUNE 30,2019 AND 2018

	Common			Common			Additional								Total
	Shares			shares			Paid-in			Prepaid		Accumulated			Shareholders'
	(000s)			($.001 Par)			Capital			Rent		Deficit			Equity
Balances June 30, 2017		17,767		$	17,767		$	3,550,236		($936,000)			(1,671,189	)	$	960,814
Amortization of prepaid rent											312,000					312,000
Net loss for year													(482,132	)		(482,132	)
Balances June 30, 2018		17,767		$	17,767		$	3,550,236		($624,000)			(2,153,321	)		790,682

Amortization of prepaid rent											312,000					312,000

Issuance of common stock to
purchase Emerge Nutraceuticals		15,000			15,000			2,235,000								2,250,000

Sale of Metwood of Virginia		(9,400	)		(9,400	)		(1,400,600	)							(1,410,000	)

Discontinued operations write
off remaining prepaid rent											312,000					312,000
Annual loss from operations													(338,977	)		(380,496	)
Loss from discontinued
Operations													(2,354,516	)		(2,221,780	)
Balances June 30, 2019		23,367		$	23,367		$	4,384,636			0	$	(4,846,814	)	$	(438,811	)

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

~~Basis of Presentation~~ F-4 ~~The~~Table ~~financial statements include the accounts~~ of Metwood, Inc. (a Nevada corporation) and its wholly owned subsidiary, Metwood Inc. (a Virginia corporation) prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission. All significant intercompany balances and transactions have been eliminated.Contents

Management’s Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

METWOOD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED JUNE 30, 2019 AND JUNE 30, 2018

	2019			2018
Operating Assets and Liabilities of discontinued operations
Cash - Continued Operations and Discontinued Operations	$	17,291		$	61,872
Accounts Receivable				$	233,776
Allowance for Bad Debt				$	(8,362	)
Inventory				$	541,944
Inventory Obsolescence				$	(102,345	)
Prepaid expenses				$	18,436
Accounts Payable and accrued expenses				$	239,150
Accrued payroll expenses				$	(19,177	)
Contra-Equity - Prepaid				$	624,000
Property, Plant, & Equipment				$	1,774,454
Fixed Asset Additions
Accumulated Depreciation				$	(1,353,003	)
Bank loan for Suburban				$	(77,460	)
Long-term Liabilities, Related Party
Property, Plant, & Equipment	$	9,750
Accumulated Depreciation
Accounts Payable	$	(38,852	)
Accrued Interest Payable	$	(12,000	)	$	(8,000	)
Due To Paul Thomas	$	(65,000	)
Convertible Debt	$	(50,000	)	$	(32,353	)
Note Payable	$	(300,000	)
Common Stock	$	(23,367	)	$	(17,767	)
Additional Paid-in-Capital	$	(4,384,636	)	$	(3,550,236	)
Accumulated Deficit	$	4,846,814		$	2,153,321
Operations:
Net Loss	$	(2,693,493	)	$	(482,132	)
Less: Net loss from discontinuing operations	$	(338,977	)
Net Loss for continuing operations	$	(2,354,516	)
stock issued for research and development	$	2,235,593
Depreciation				$	79,298
Amortization of prepaid rent				$	312,000
Amortization of note payable discount	$	17,647		$	17,647
Changes in Assets and Liabilities:
Accounts Receivable				$	(41,124	)
Inventories				$	78,352
Other Current Assets				$	(3,681	)
Account Payable	$	26,271		$	68,222
Accrued payroll expenses				$	(3,448	)
Account interest	$	4,000
Net Cash Flows from operating activities from continuing operations	$	(71,059	)	$	25,134
*Net Cash Flows from operating activities from discontinued operations*	$	21,769
Net Cash Flow from operating activities	$	(49,290	)	$	25,134
Investing:
Purchases of property and equipment
Net Cash Flows from investing activities from continuing activities
Cash Acquired in acquisition of assets	$	17,291		$	(31,116	)
*Net Cash flow from investing activities from discontinued operations*	$	(8,278	)		0
Net Cash Flows from investing activities	$	9,013		$	(31,116	)
Financing:
Notes Payable to related Party
Advances from related Party	$	65,000			0
*Net Cash Flow from financing activities from discontinued operations*	$	(7,432	)		0
Net Cash flow from financing activities	$	57,568			0
Net Increase (Decrease) in cash	$	17,291		$	(5,982	)
Cash at beginning of year
Cash at end of year	$	17,291		$	61,872

Non-cash Transactions
Notes payable issued for vehicles (discontinued operations)		76,923
Note payable with sale of Metwood subsidiary		300,000
Fixed assets acquired through acquisition		9,750
Accounts payable acquired through acquisition		12,635
Sale of Metwood Virginia for 9,400,000 share of stock		752,000

18The ~~Table~~accompanying notes are an integral part of ~~Contents~~these consolidated financial statements

~~Fair Value of Financial Instruments~~ F-5 ~~For~~Table ~~certain~~ of The Company’s financial instruments, none of which are held for trading, including cash, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities.Contents

~~Cash and Cash Equivalents – For purposes of the Consolidated Statements of Cash Flows~~METWOOD, ~~The Company considers liquid investments with an original maturity of three months or less to be cash equivalents~~INC. ~~The~~AND Company maintains cash in bank deposit accounts, which, at times, may exceed the federally insured limit of $250,000. The Company has not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents. SUBSIDIARY

~~Accounts~~NOTES ~~Receivable~~TO –CONSOLIDATED ~~The~~FINANCIAL Company grants credit in the form of unsecured accounts receivable to its customers based on an evaluation of their financial condition. We perform ongoing credit evaluations of customers. The estimate of the allowance for doubtful accounts, which is charged off to bad debt expense, is based on management’s assessment of current economic conditions and historical collection experience with each customer. At June 30, 2018 and 2017, the allowance for doubtful accounts was $8,362 and $8,362 respectively, specific customer receivables are considered past due when they are outstanding beyond their contractual terms and are charged off to the allowance for doubtful accounts when determined uncollectible. For the years ended June 30, 2018 and 2017, the bad debt expense was $0 and $(47), respectively.STATEMENTS

~~Inventory~~JUNE ~~– Raw material inventory~~30, ~~consisting~~2019 ~~primarily~~AND ~~of metal and wood raw materials, is located on our premises and is stated at the lower of cost or market using the first-in, first-out method, comparative inventory values are shown below:~~2018

	2018		2017
Raw materials	$	354,912	$	433,637
Work in process		84,737		84,364
Total inventory	$	439,649	$	518,001

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

~~The~~Corporate ~~company recorded a reduction of inventory reserve of $ 13,540 and an increase of $25,788 during the years ended June 30, 2018 and 2017, respectively.~~ History

~~Property~~Metwood, ~~and~~Inc. ~~Equipment~~("The -Company", ~~Property~~“we”, ~~and~~“us”) ~~equipment~~was ~~are~~organized ~~stated~~under atthe ~~cost~~laws ~~less~~of ~~accumulated~~the ~~depreciation~~Commonwealth ~~and~~of ~~are~~Virginia ~~depreciated~~on ~~over~~April ~~their~~7, ~~estimated~~1993. ~~useful~~On ~~lives~~June ~~using~~30, 2000, Metwood entered into an Agreement and Plan of Reorganization in which the ~~straight-line~~majority ~~method.~~of ~~Recovery~~its ~~periods~~outstanding ~~range~~common ~~from~~stock ~~three~~was toacquired ~~thirty-nine~~by ~~years~~a publicly held Nevada shell corporation. ~~Upon~~The ~~retirement~~acquisition orwas ~~sale,~~a ~~the~~tax-free ~~cost~~exchange for federal and ~~related~~state ~~accumulated~~income ~~depreciation~~tax ~~are~~purposes ~~removed~~and ~~from~~was accounted for as a reverse merger. Upon acquisition, the ~~consolidatedbalance~~name ~~sheet~~of the shell corporation was changed to Metwood, Inc. and Metwood, Inc., the ~~resulting~~Virginia ~~gain~~corporation, orbecame ~~loss~~a iswholly ~~reflected~~owned insubsidiary ~~other~~of ~~income~~Metwood, ~~and~~Inc., ~~expense~~the Nevada corporation. ~~Maintenance~~The ~~and~~publicly ~~repairs~~traded ~~are~~shell ~~charged~~corporation tohad ~~operations~~not ashad ~~incurred~~a material operating history for several years prior to the merger.

	Useful Life	2018		2017
Leasehold improvements	39	$	274,869	$	274,869
Leasehold improvements
Furniture, fixtures and equipment	5		78,222		78,222
Computers and software	3		193,204		186,517
Machinery and equipment	10		744,672		741884
Vehicles	5		415,528		393,887
Land improvements	39		67,959		67,959
Total property and equipment			1,774,454		1,743,338
Less accumulated depreciation			(1,353,003		(1,273,705
Total property and equipment		$	421,451	$	469,633

The Company provided construction-related products and engineering services to residential customers and contractors, commercial contractors, developers and retail enterprises, primarily in southwestern Virginia.

~~Impairment~~On ofJune ~~Long-lived~~28, ~~Assets~~2019, –Metwood, ~~The~~Inc. ~~Company~~entered ~~evaluates~~into ~~its~~an ~~long-lived~~Definitive ~~assets~~Agreement ~~for~~with ~~indications~~Emerge Nutraceuticals, Inc.(ENI), a Florida Corporation. Pursuant to the agreement, 100% of ~~possible~~ENI’s ~~impairment~~common ~~whenever~~stock ~~events~~(500 orshares) ~~changes~~was into ~~circumstances~~be ~~indicate~~transferred ~~that~~and ~~the~~a ~~carrying~~wire ~~amount~~transfer ofwithin an60 ~~asset~~days ~~may~~of ~~not~~$300,000 was to be ~~recoverable~~paid to Metwood, Inc. ~~Recoverability~~In isconsideration, ~~measured~~fifteen bymillion ~~comparing~~(15,000,000) ~~the~~shares ~~carrying~~of ~~amounts~~Metwood tocommon ~~the~~stock ~~fair~~was ~~value~~issued ofwhich ~~the~~were ~~asset.~~valued ~~Should~~at anone ~~impairment~~million ~~exist~~two hundred fifty thousand $1,250,000) ~~the~~dollars. ~~impairment~~This ~~would~~purchase beexcluded ~~measured~~the byformulas for the ~~amount~~products produced by ENI, which ~~the~~were ~~carrying~~spun ~~amount~~out of ENI prior to the ~~asset~~acquisition. ~~exceeds~~Upon closing, two the ~~projected~~Company’s ~~discounted~~manager’s, ~~future~~officers ~~cash~~and ~~flows~~board ~~arising~~of ~~from~~director ~~the~~members, ~~asset~~Robert M. ~~There~~Callahan ~~have~~and ~~been~~Shawn noA. ~~such~~Callahan, ~~impairments~~resigned ofafter ~~long-lived~~appointing ~~assets~~Mr. ~~through~~Keith ~~June 30~~Thomas, ~~2018~~Shawn Phillips and ~~2017~~Raffaela Thomas to the Board of Directors.

~~Patents~~Emerge –Nutraceuticals, ~~The~~Inc. ~~Company~~(ENI) ~~has~~was ~~been~~organized ~~assigned~~under ~~several~~the ~~key~~law ~~product~~of ~~patents~~the ~~developed~~State byof ~~certain~~Flrorida ~~Company~~on ~~officers.~~July No31, ~~value~~2018. ~~has~~Emerge ~~been~~is ~~recorded~~a infull-service ~~our~~custom ~~financial~~GMP ~~statements~~contract ~~because~~manufacturer. ~~the~~The ~~fair~~Company ~~value~~currently ofoffers ~~the~~a ~~patents~~variety ~~was~~of ~~not~~services ~~determinable~~that ~~within~~include ~~reasonable~~custom ~~limits~~manufacturing atof ~~the~~nutritional ~~date~~and ofdietary ~~assignment.~~supplements as follows:

~~Revenue~~· ~~Recognition~~Capsule -Manufacturing ~~Revenue~~· isSoftgel ~~recognized~~Manufacturing ~~when~~· ~~goods~~Powder ~~are~~Manufacturing ~~shipped~~· ~~and~~Liquid ~~earned~~Manufacturing or· ~~when~~Liquid ~~services~~& ~~are~~Cream ~~performed,~~Manufacturing ~~provided~~· ~~collection~~Flavor ofSystem ~~the~~development ~~resulting~~· ~~receivable~~Vitamin isManufacturing ~~probable.~~· IfBody ~~any~~Building ~~material~~Supplement ~~contingencies~~Manufacturing ~~are~~· ~~present,~~Sports ~~revenue~~Nutrition ~~recognition~~Manufacturing is· ~~delayed~~Protein ~~until all material contingencies are eliminated. Further, no revenue is recognized unless collection of the applicable consideration is probable.~~Manufacturing

~~Income~~Sale Taxes - Income taxes are accounted for in accordance with FASB ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and for net operating loss carryforwards, where applicable. Deferred tax assets are reduced by a valuation allowance when, in the opinion of ~~management,~~Wholly itOwned is more likely than not that some portion or the entire deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.Subsidiary

~~Research~~On ~~and~~June ~~Development~~29, –2019, ~~The~~the Company, ~~performs~~entered ~~research~~into ~~and~~a ~~development~~stock onpurchase ~~our~~agreement ~~metal/wood~~with ~~products~~Cahas Mountain Properties, ~~new~~LLC, ~~product~~a ~~lines~~Virginia limited liability company, ~~and~~(“Cahas”) ~~new~~a ~~patents~~majority shareholder of the Company. ~~Costs,~~Pursuant ifto ~~any~~the agreement, ~~are~~Cahas ~~expensed~~agreed asto ~~they~~purchase ~~are~~from ~~incurred.~~the ~~For~~Company the ~~year~~wholly ~~ended~~owned ~~June~~subsidiary, 30Metwood of Virginia, ~~2018~~Inc., ~~expenses~~a ~~were~~Virginia $6corporation,~~375~~ ~~and~~ for nine million four hundred thousand (9,400,000) common shares of the ~~year~~Company’s ~~ended~~common ~~June~~stock 30which it held at a value of seven hundred fifty-two thousand ($752,000) ~~2017~~dollars. As part of this agreement, ~~expenses~~Cahas ~~were~~purchased all assets and liabilities of Metwood of Virginia except, the convertible note payable to Cahas of $5250,~~130~~000 which remained an obligation of the Company.

~~Advertising~~F-6 –Table ~~The Company expenses costs as incurred. However, certain expenditures are treated as prepaid (such as trade show fees) if they are for goods or services which will not be received until after the end~~ of ~~the accounting period. These costs are subsequently recognized as expenses in those periods in which the good or services are received.~~ Contents

19NOTE ~~Table~~2 of- ~~Contents~~BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Earnings~~Basis ~~Per Common Share - Basic earnings per share amounts are based on the weighted average shares~~ of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. This presentation has been adopted for the years presented. There were no adjustments required to net income for the years presented in the computation of diluted earnings per share. Presentation

~~During~~The ~~the~~accompanying ~~future~~consolidated ~~fiscal~~financial ~~years~~statements ~~the company may be required to issued up to fifty million shares~~ of ~~common~~the ~~stock~~Company tohave ~~satisfy~~been aprepared ~~convertible note entered into~~ in ~~August~~accordance ~~2017.~~with ~~This~~accounting ~~note~~principles ~~expires~~generally onaccepted ~~June 30, 2019 and 10,000,000 shares of common stock can be issued~~ in ~~any year. When~~ the ~~contract~~United ~~noted~~States ~~in the subsequent events Note 10 is consummated the company will be required to issue an additional 30,000,000 shares~~ of ~~common~~America ~~stock~~(“US GAAP”).

~~Recent~~Principles Accounting Pronouncements – In February, 2017 the FASB issued ASU 20 16-0 2, “Leases (Topic 842)” requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of ~~the earliest comparative period in the financial statements. The adoption of this standard is not expected have a material impact on the Company’s consolidated financial statements.~~Consolidation

~~Accounting~~The ~~Standard~~consolidated ~~Update~~financial ~~No.~~statements ~~2014-09,~~include ~~(“ASU~~the ~~2014-09’)~~accounts ~~Revenue~~of ~~from~~the ~~Customers~~Company ~~(Topic~~and ~~606),~~its ~~became~~fully ~~effective~~owned ~~for~~subsidiary, usEmerge inNutraceuticals ~~the~~as ~~period~~of ~~ending~~ June 30, 2019. Noand ~~significant~~June ~~adjustment~~30, ~~was~~2018, ~~required~~(with asthe aaccounts ~~result~~ of ~~adopting~~Metwood, ~~the new revenue standard~~Inc. ~~The~~“MTWDVA”), ~~comparative~~a ~~information~~former ~~has~~subsidiary ~~not~~dissolved ~~been~~June ~~restated~~29, ~~and~~2019). ~~continues~~All tosignificant beintercompany ~~reported~~transactions ~~under~~have ~~the~~been ~~historic~~eliminated ~~accounting standards~~ in ~~effect for those periods~~consolidation. ~~The impact of the adoption of the new revenue standard will be immaterial to the Company’s net income on an ongoing basis.~~

~~NOTE~~Management's 3Use -of ~~RELATED-PARTY~~Estimates. ~~TRANSACTIONS~~The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ

~~The Company has executed a demand note with its controlling shareholder, Cahas Mountain, LLC, that Cahas Mountain will make available cash advances~~ from ~~time~~those ~~to time to bridge cash flow shortfalls~~estimates. These advances are repaid to Cahas Mountain as cash flow allows. The unpaid balance due to Cahas Mountain at the end of each month is subject to an interest rate of 6% per year. At June 30, 2018 and 2017, advances payable to Cahas Mountain Properties of approximately $77,000 and $77,000, respectively. Accrued interest payable to Cahas Mountain Properties total approximately $ 36,000 and $28,000 for the years ended June 30, 2018 and 2017, respectively. The Company recognized interest expense of approximately $26,000 and $23,000 for the years ended June 30, 2018 and 2017, respectively. Sales to Cahas Mountain, LLC was approximately $ 8,800 and $12,000 . As of June 30, 2018 and 2017, the related accounts receivable totaled approximately $ 8,800 and $ -0- , respectively.

OnFair ~~August~~Value ~~18, 2016 the Company entered into a convertible note with Cahas Mountain in the amount~~ of ~~$50,000~~Financial ~~with~~Instruments an.For ~~interest~~certain ~~rate~~ones of ~~8% per year, this note expires on June 30, 2019.~~ The ~~note~~Company’s isfinancial ~~convertible into common shares of Metwood~~instruments, ~~Inc.~~none ~~at par value~~ of ~~$.001~~which ~~and~~are ifheld ~~converted~~for ~~in its entirety will dilute the current shareholders by a maximum of 50~~trading,~~000,000~~ ~~shares~~including ~~of common stock. The maximum conversion in any year is 10~~cash,~~000,000~~ ~~shares~~accounts ~~of common stock. A debt discount of $50~~receivable,~~000~~ ~~was~~accounts ~~recorded~~payable ~~at issuance~~ and ~~$17,647~~accrued ~~was amortized and included in interest expense during the year ended June 30~~expenses, ~~2018. During~~ the ~~year~~carrying ~~ended~~amounts ~~June~~approximate ~~30,~~fair ~~2017~~value ~~$14,706~~due ~~was~~to ~~included~~their inshort ~~the interest expense~~maturities.

20Cash ~~Table~~and Cash Equivalents. For purposes of ~~Contents~~the Consolidated Statements of Cash Flows, The Company considers liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash in bank deposit accounts, which, at times, may exceed the federally insured limit of $250,000. The Company has not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents.

~~NOTE~~Accounts 4Receivable.The –Company ~~COMMITMENT~~grants ~~AND~~credit ~~CONTINGENCIES~~in the form of unsecured accounts receivable to its customers based on an evaluation of their financial condition. We perform ongoing credit evaluations of customers. The estimate of the allowance for doubtful accounts, which is charged off to bad debt expense, is based on management’s assessment of current economic conditions and historical collection experience with each customer. At June 30, 2019 and 2018 the allowance for doubtful accounts was $0 and $8,362 respectively, specific customer receivables are considered past due when they are outstanding beyond their contractual terms and are charged off to the allowance for doubtful accounts when determined uncollectible. For the years ended June 30, 2019 and 2018, the bad debt expense was $0 and $ 0, respectively.

~~During the year ended June 30, 2005, The Company entered into a sales and leaseback transaction with a related party~~Inventory. The Company ~~sold~~is ~~various~~not ~~buildings~~recording atany ~~the~~inventory ~~corporate headquarters which house its manufacturing plants, executive offices and other buildings for $600,000~~ in ~~cash.~~this ~~The~~filing ~~Company~~due ~~simultaneously~~to ~~entered into a commercial lease agreement with~~ the ~~related~~discontinued ~~party~~operations ~~whereby~~of ~~the Company is committed to lease back these same properties for $6~~Metwood,~~800~~ ~~per month over a ten-year term expiring December 31, 2014~~Inc. ~~On July 1, 2015~~ a ~~new~~Virginia ~~lease~~Corporation ~~was~~Future ~~entered~~inventory ~~into~~will ~~with~~be the related party. This lease terms have a term of five years and the monthly rental is $5,500 in cash, in addition the company issued common stock as part of the transaction, this portion of the lease is covered in NOTE 9.

			Amortization of
	Payments in cash		Contra equity account
Fiscal year end June 30, 2019		66,000		312,000
Fiscal year end June 30,2020		66,000		312,000
Total commitments	$	132,000	$	624,000

Property and Equipment. Property and equipment are stated at cost less accumulated depreciation and are depreciated over their estimated useful lives using the straight-line method. Recovery periods range from three to thirty-nine years. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidatedbalance sheet, and the resulting gain or loss is reflected in other income and expense. Maintenance and repairs are charged to operations as incurred.

At June 30, 2018 and 2017, the Company had the following customer concentrations:
	Useful Life			2019			2018
		Sales					Accounts Receivable
Machinery and equipment		3			9,750			0
		2018		2017			2018			2017
Total property and equipment					9,750			0
Customer A		*			14	%		*			14	%
Less accumulated depreciation					0			0
Customer B		17	%		12	%		15	%		15	%
Total property and equipment				$	9,750		$	0
Customer C		*			*			13	%		16	%
Customer D		*			*			*			13	%

*AmountsF-7 toTable ~~less~~of ~~than 10%~~ Contents

21Impairment ~~Table~~of Long-lived Assets. The Company evaluates its long-lived assets for indications of ~~Contents~~possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amounts to the fair value of the asset. Should an impairment exist, the impairment would be measured by the amount by which the carrying amount of the asset exceeds the projected discounted future cash flows arising from the asset. Based on the terms and conditions of the Definitive Agreement and the sale of the Wholly owned Subsidiary, impairments of long-lived assets were recorded in the financials through June 30, 2019 and 2018.

~~NOTE~~Revenue 5Recognition. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific ~~EQUITY~~guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification.

~~During~~The ~~the~~Company ~~year~~incurs ~~ended~~costs ~~June~~associated 30with product distribution, ~~2018~~such as freight and handling costs. The Company ~~did~~has ~~not~~elected ~~issue~~to ~~any~~treat ~~preferred~~these orcosts ~~common~~as ~~shares~~fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. ~~There~~As ~~are~~this ~~100~~policy election is in line with the Company’s previous accounting practices,~~000,000~~ ~~shares~~the treatment of ~~common~~shipping ~~stock~~and ~~authorized~~handling ~~and~~activities atunder ~~the~~Topic ~~year~~606 ~~end~~did ~~there~~not ~~are~~have 17any impact on the Company’s results of operations,~~766,647~~ ~~shares~~financial ~~issued~~condition and/or ~~outstanding~~financial statement disclosures. ~~The~~In ~~authorized~~accordance ~~preferred~~with ~~stock~~the isnew 40guidance,~~000,000~~ ~~shares~~the ~~and~~Company ~~there~~recognizes ~~are~~revenue ~~-0-~~at ~~shares~~an ofamount ~~preferred~~that ~~stock~~reflects ~~issued~~the ~~and~~consideration ~~outstanding~~that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer.

IfIncome ~~the~~Taxes. ~~convertible~~Income ~~note~~taxes ~~that~~are isaccounted ~~covered~~for in ~~the~~accordance ~~related~~with ~~party~~FASB ~~transactions~~ASC ~~(Note~~740, 3)Income isTaxes. ~~converted~~A ~~into~~deferred ~~common~~tax ~~stock~~asset ofor ~~The~~liability ~~Company,~~is anrecorded ~~additional~~for ~~50,000,000~~all ~~shares~~temporary ofdifferences ~~common~~between ~~stock~~financial ~~could~~and betax ~~issued,~~reporting ~~resulting~~and infor ~~dilution~~net ofoperating ~~the~~loss ~~current~~carryforwards, ~~shareholders~~where applicable. ~~When~~Deferred tax assets are reduced by a valuation allowance when, in the ~~contract~~opinion of ~~October 11~~management, ~~2018~~it is ~~completed~~more ~~(see~~likely ~~Note~~than 9)not ~~there~~that some portion or the entire deferred tax asset will not be anrealized. ~~additional~~Deferred ~~30,000,000~~tax ~~shares~~assets ~~issued~~and toliabilities are adjusted for the ~~principals~~effect of ~~Emerge~~changes ~~Nutraceuticals,~~in ~~Inc.~~tax laws and rates on the date of enactment.

~~NOTE~~Research 6and -Development. ~~INCOME~~The ~~TAXES~~Company performs research and development on our nutraceutical products, new product lines, and new formulations of existing products. Costs, if any, are expensed as they are incurred. For the year ended June 30, 2019, expenses were $2,235,593 and for the year ended June 30, 2018, expenses were $0.

~~The~~Earnings ~~Company~~Per ~~determined~~Common ~~that~~Share. ~~the~~Basic ~~future~~earnings ~~use~~per ofshare aamounts ~~Deferred~~are ~~Tax~~based ~~Asset~~on ~~was~~the noweighted ~~longer~~average ~~appropriate~~shares ~~and~~of ~~therefore~~common ~~the~~stock ~~Deferred~~outstanding. ~~Tax~~If ~~Asset~~applicable, ~~previously~~diluted ~~shown~~earnings onper share would assume the ~~Balance~~conversion, ~~Sheet~~exercise ~~has~~or ~~been~~issuance ~~expensed~~of ~~during~~all ~~this~~potential ~~year~~common stock instruments such as aoptions, ~~line~~warrants ~~item~~and onconvertible ~~the~~securities, ~~Statement~~unless ofthe ~~Operations.~~effect ~~The~~is ~~decision~~to ~~was~~reduce ~~made~~a ~~that~~loss ~~the~~or increase earnings inper share. This presentation has been adopted for the ~~near~~years ~~term~~presented. ~~would~~There ~~not~~were beno ~~sufficient~~adjustments required to ~~allow~~net income for the ~~utilization~~years ofpresented in the ~~deferred~~computation ~~tax~~of ~~asset~~diluted earnings per share.

~~The~~During ~~difference~~the ~~between~~future fiscal years, the ~~expected~~company ~~income~~may ~~tax~~be ~~expense~~required ~~(benefit)~~to ~~and~~issued ~~the~~up ~~actual~~to ~~tax~~five ~~expense~~million ~~(benefit)~~shares ~~computed~~of bycommon ~~using~~stock ~~the~~to ~~Federal~~satisfy ~~statutory~~a ~~rate~~convertible note entered into in August 2017. This note expires on June 30, 2022 and 10,000,000 shares of ~~39%~~common isstock ascan ~~follows:~~be issued in any year.

				Tax						Tax
	2018			Rate			2017			Rate
Expected income tax benefit at statutory rate of 39%	$	188,000			39	%	$	169,000			39	%
Permanent differences		(124,000	)		(26	%)		(124,000	)		(30	%)
Change in estimate		-0-			-0-			(17,000	)		(4	%)
Change in valuation allowance		(64,000	)		(6	%)		(28,000	)		(6	%)
Income tax expense (benefit)				$	-0-					$	-0-

Share-Based Payments. FASB ASC 718, Stock Compensation, requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.

~~Deferred~~Going ~~tax~~Concern. ~~assets~~The ~~and~~financial ~~liabilities~~statements ~~are~~have ~~provided~~been ~~for~~prepared ~~significant~~assuming ~~income~~that the Company will continue as a going concern. As of June 30, 2019, the Company has yet to achieve profitable operations and ~~expense~~is ~~items~~dependent ~~recognized~~on inits ~~different~~ability ~~years~~to ~~for~~raise ~~tax~~capital from stockholders or other sources to sustain operations and ~~financial~~to ~~reporting~~ultimately ~~purposes~~achieve viable operations. ~~Temporary~~The ~~differences,~~financial ~~which~~statements ~~give~~do ~~rise~~not toinclude aany ~~net~~adjustments ~~deferred~~that ~~tax~~might ~~asset,~~result ~~are~~from the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as ~~follows:~~a going concern.

Deferred tax assets:	2018			2017
Tax benefit of net operating loss carry-forward	$	497,000		$	465,000
Book and tax difference		102,000			89,000
Less: valuation allowance		(599,000	)		(554,000	)
Net deferred tax asset	$	-0-		$	-0-

The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company’s common stock.

~~The Company had a federal net operating tax loss carry~~F-~~forward~~8 ofTable ~~approximately $1,260,000 as~~ of ~~June 30, 2018. The loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2020.~~Contents

22Recent ~~Table~~Accounting ofPronouncements ~~Contents~~–

AtIn ~~June~~February ~~30,~~2017 ~~2018~~ the ~~deferred~~FASB ~~tax~~issued ~~valuation~~ASU ~~allowance~~20 ~~increased~~16-0 ~~by $64~~2,~~000.~~ ~~The~~“Leases ~~realization~~(Topic of842)” ~~the~~requiring ~~tax~~lessees ~~benefits is subject~~ to ~~the~~recognize ~~sufficiency~~lease ofassets ~~taxable~~and ~~income~~lease inliabilities ~~future~~for ~~years.~~most ~~The~~leases ~~deferred~~classified ~~tax~~as ~~assets~~operating ~~represent~~leases ~~the~~under ~~amounts~~previous ~~expected~~U.S. ~~to be realized before expiration~~GAAP. The ~~Company~~guidance ~~periodically~~is ~~assesses~~effective ~~the~~for ~~likelihood~~fiscal ~~that~~years itbeginning ~~will~~after beDecember ~~able~~15, to2018, ~~recover~~with ~~its~~early ~~deferred~~adoption ~~tax assets~~permitted. The Company ~~considers~~will ~~all~~be ~~available~~required ~~evidence,~~to ~~both~~use ~~positive~~a ~~and~~modified ~~negative,~~retrospective ~~including~~approach ~~historical~~for ~~levels~~leases ofthat ~~income,~~exist ~~expectations~~or ~~and~~are ~~risks~~entered ~~associated~~into ~~with~~after ~~estimates~~the ofbeginning ~~future taxable income and ongoing prudent and feasible profits. As~~ of ~~June~~the ~~30,~~earliest ~~2018~~comparative ~~and~~period ~~2017,~~in the ~~Company~~financial ~~established~~statements. ~~valuation~~The ~~allowances~~adoption ~~equal to the full amount~~ of ~~the~~this ~~net~~standard ~~deferred~~is ~~tax~~not ~~assets~~expected ~~due~~have toa ~~the~~material ~~uncertainty~~impact ofon the ~~utilization~~Company’s ofconsolidated ~~the~~financial ~~operating losses in future periods~~statements.

~~For~~Accounting ~~the~~Standard ~~years~~Update ~~ended~~No. ~~June 30~~2014-09, ~~2018~~(“ASU ~~and~~2014-09’) ~~2017,~~Revenue nofrom ~~amounts~~Customers ~~have~~(Topic ~~been~~606), ~~recognized~~became effective for ~~uncertain~~us ~~tax~~in ~~positions~~the ~~and~~period noending ~~amounts~~June ~~have~~30, ~~been~~2019. ~~recognized~~No ~~related~~significant toadjustment ~~interest~~was orrequired ~~penalties~~as ~~related~~a toresult ~~uncertain~~of ~~tax~~adopting ~~positions~~the new revenue standard. The ~~Company~~comparative information has ~~determined~~not ~~that~~been itrestated isand ~~not~~continues ~~reasonably~~to ~~likely~~be ~~for~~reported under the ~~amounts~~historic ofaccounting ~~unrecognized~~standards ~~tax~~in ~~benefits~~effect tofor ~~significantly~~those ~~increase~~periods. orThe ~~decrease~~impact ~~within~~of the ~~next~~adoption ~~twelve~~of ~~months.~~the ~~The~~new ~~Company~~revenue isstandard ~~currently~~will ~~subject~~be immaterial to athe ~~three-year~~Company’s ~~statute~~net ofincome ~~limitations~~on byan ~~major~~ongoing ~~tax jurisdictions~~basis.

NOTE ~~7 – LEGAL~~3 ~~PROCEEDINGS~~- RELATED-PARTY TRANSACTIONS

~~There~~The isCompany nohad ~~action~~executed a demand note with its previous controlling shareholder, ~~suit~~Cahas Mountain, ~~proceeding~~LLC, ~~inquiry~~that orCahas ~~investigation~~Mountain ~~before~~will ormake byavailable ~~any~~cash ~~court,~~advances ~~public~~from ~~board,~~time ~~government~~to ~~agency~~time to bridge cash flow shortfalls. These advances are repaid to Cahas Mountain as cash flow allows. Advances totaled $0 and $77,400 ~~self-regulatory~~at ~~organization~~June or30, ~~body~~2019 ~~pending~~and or2018, respectively. The unpaid balance due to Cahas Mountain at the ~~knowledge~~end of ~~the~~each ~~executive~~month ~~officers~~is subject to an interest rate of ~~our~~6% ~~Company~~per oryear. ~~any~~As part of ~~our~~the ~~subsidiaries~~sale of Metwood, ~~threatened~~Inc. ~~against~~(Virginia) orthe ~~affecting~~note ~~our~~was transferred along with all accrued interest. The Company recognized interest expense of approximately $5,000 ~~our~~and ~~common~~$5,000 ~~stock~~for the years ended June 30, ~~any~~2019 ofand ~~our~~2018, ~~subsidiaries~~respectively. orSales ofto ~~our~~Cahas ~~companies~~Mountain, orLLC ~~our~~was ~~subsidiaries’~~approximately ~~officers~~$ or8,800 ~~directors~~and in$12,000 ~~their~~. ~~capacities~~As asof ~~such~~June 30, in2018 ~~which~~and an2017, ~~adverse~~the ~~decision~~related ~~could~~accounts ~~have~~receivable atotaled ~~material~~approximately ~~adverse~~$0 ~~effect~~and $8,800, respectively.

~~NOTE~~On August 18, 2016, the Company entered into a convertible note with Cahas Mountain in the amount of $50,000 with an interest rate of 8% –per ~~STOCKHOLDER’S~~year, ~~EQUITY~~this note expires on June 30, 2020. This note has been amended and the expiration date has been extended to June 30, 2022. The note is convertible into common shares of Metwood, Inc. at par value of $.0001 and if converted in its entirety will dilute the current shareholders by a maximum of 50,000,000 shares of common stock. The maximum conversion in any year is 10,000,000 shares of common stock. A debt discount of $50,000 was recorded at issuance and $17,647 was amortized and included in interest expense during the year ended June 30, 2019. During the year ended June 30, 2019, $17,647 was included in the interest expense. Interest Expense totaled $21,647 and $21,647 for years ended June 30, 2019 and 2018, respectively.

On ~~July~~June 129, ~~2015~~2019, the ~~Company~~company entered into a ~~ten-year~~note ~~commercial~~payable ~~operation~~to ~~lease with a company related through common ownership. The related party is Cahas Mountain Properties in which Robert Callahan~~Metwood, ~~our Chief Executive Officer, is a Managing Member~~Inc. ~~The lease covers various buildings and property which house our manufacturing plant, executive offices and other buildings with a current monthly rental of $5,500~~(Virginia).~~00.~~ AsIn ~~part of~~ the ~~lease~~amount ~~agreement The Company issued 2,400,000~~ of ~~its shares with a fair value of~~ $1300,~~560,~~000 atand the ~~date~~note ~~of the agreement. This amount~~ is ~~recorded~~to expire on ~~our~~December ~~books as a contra equity account~~29, ~~and~~2021. isThe ~~amortized~~note ~~over~~has ~~the~~a ~~five~~compounding ~~year~~monthly ~~term~~interest rate of ~~the lease~~.875%. See Note 41 ~~for~~regarding ~~commitments~~sale ~~and~~of ~~contingencies~~subsidiary.

~~NOTE~~On 9June -29, ~~SUBSEQUENT~~2019, ~~EVENTS~~Emerge entered into a note payable to Paul Thomas in the amount of $65,000 and the note is to expire on June 29, 2024. The note is interest free for the first 36 months and 5% APR thereafter.

OnNOTE ~~June~~4 ~~20,~~– ~~2019,~~COMMITMENT anAND extension of the due date of the $50,000 convertible note due to Cahas Mountain Properties, Inc. was signed. This note extension, approved by the board of directors, extends the maturity of the convertible note to June 30, 2020.CONTINGENCIES

~~Acquisition~~The of Emerge ~~Nutraceuticals~~incurred no lease expense for the fiscal year ended June 30, ~~Inc~~2019. Future lease commitments are as follows:

On June 28, 2019, Metwood, Inc. entered into an Acquisition Agreement with Emerge Nutraceuticals, Inc.( ENI), a Florida Corporation. Pursuant to the agreement, 100% of ENI’s common stock (500 shares) and $300,000 was transferred to Metwood, Inc. In consideration, fifteen million (15,000,000) shares of Metwood common stock was issued which were valued at one million two hundred fifty thousand $1,250,000) dollars. This purchase excluded the formulas for the products produced by ENI, which were spun out of ENI prior to the acquisition. Upon closing, two the Company’s manager’s, officers and board of directors members, Robert M. Callahan and Shawn A. Callahan, resigned after appointing Mr. Keith Thomas, Shawn Phillips and Raffaela Thomas to the Board of Directors. ENI is the acquirer for financial statement purposes and the transaction will be handled as a reverse merger and recapitalization. Financial statements are not available.

Lease Commitment Years Ending
2020	$	16,800
2021	$	14,000

23NOTE ~~Table~~5 of- ~~Contents~~EQUITY

~~Sale~~As of ~~Wholly~~the ~~Owned~~year ~~Subsidiary~~ended June 30, 2019, there are 100,000,000 shares of common stock authorized and 23,366,647 shares issued and outstanding. The authorized preferred stock is 40,000,000 shares and there are -0- shares of preferred stock issued and outstanding.

OnThe ~~June 29, 2019, the Company, entered into a stock purchase agreement with Cahas Mountain Properties, LLC, a Virginia limited liability~~ company, ~~(“Cahas”)~~issued ~~a majority shareholder of the Company. Pursuant to the agreement~~15, ~~Cahas agreed to purchase from the Company the wholly owned subsidiary~~000, ~~Metwood of Virginia, Inc., a Virginia corporation, for nine million four hundred thousand (9,400,~~000) ~~common~~ shares ofin ~~the~~acquisition ~~Company’s common stock which it held at a value~~ of ~~seven hundred fifty-two thousand ($752,000) dollars~~assets. AsSee ~~part~~Note of1 ~~this~~regarding ~~agreement,~~purchase ~~all assets and liabilities~~ of ~~Metwood of Virginia except, the convertible note payable to Cahas of $50,000 which remained an obligation of the Company~~assets. ~~After the sale of the subsidiary the proforma Balance Sheet at June 30, 2018 and Statement of Operations for the year ended June 30, 2018 are shown below:~~

~~Pro~~F-9 ~~Forma~~Table ~~adjustments~~of ~~on the balance sheet:~~Contents

	a)	Represents Metwood of Virginia, Inc.’s historical balance sheet as of June 30, 2018 to carve out Metwood of Virginia’s assets and liabilities as of June 30, 2018 prior to its sale.
	b)	Represents the retirement of 9,400,000 share of the Company’s common stock which the Company received in exchange from Cahas Mountain Properties, LLC.

NOTE 6 - INCOME TAXES

~~Pro~~The ~~Forma~~Company ~~adjustments~~determined that the future use of a Deferred Tax Asset was no longer appropriate and therefore the Deferred Tax Asset previously shown on the ~~balance~~Balance ~~sheet:~~Sheet has been expensed during this year as a line item on the Statement of Operations. The decision was made that the earnings in the near term would not be sufficient to allow the utilization of the deferred tax asset.

	c)	Represents Metwood of Virginia, Inc.’s historical balance sheet as of June 30, 2018 to carve out Metwood of Virginia’s assets and liabilities as of June 30, 2018 prior to its sale.
	d)	Represents the retirement of 9,400,000 share of the Company’s common stock which the Company received in exchange from Cahas Mountain Properties, LLC.

The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the

24Federal ~~Table~~statutory rate of ~~Contents~~21% is as follows:

Metwood, Inc.

				Tax						Tax
	2018			Rate			2018			Rate
Expected income tax benefit at statutory rate of 39%	$	566,000			21	%	$	101,009			21	%
Permanent differences		(132,000	)		5	%		(67,000	)		(14	)%
Change in estimate		(11,000	)		0	%		0			0	%
Change in valuation allowance		(432,000			16	%		(34,000	)		(7	)%
Income tax expense (benefit)	$	0		$	-0-					$	-0-

~~Proforma~~Deferred ~~Unaudited~~tax ~~Balance~~assets ~~Sheet~~and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset, are as follows:

June 30, 2018

Deferred tax assets:	2019			2018
Tax benefit of net operating loss carry-forward	$	569,000		$	265,000
Book and tax difference		0			49,000
Less: valuation allowance		(569,000	)		(314,000	)

Net deferred tax asset	$	-0-		$	-0-

				Less			Proforma
	2018			Metwood VA			2018
Current Assets
Cash and cash equivalents	$	61,872		$	(61,872	)	$	-
Accounts receivable, net of reserve		225,414			(225,414	)		-
Inventory		439,649			(439,649	)		-
Other current assets		18,436			(18,436	)		-
Total current assets		745,371			(745,371	)		-
Property and Equipment
Leasehold Improvements		274,869			(274,869	)		-
Furniture, fixtures and equipment		78,222			(78,222	)		-
Computer and software		193,204			(193,204	)		-
Machinery & Equipment		744,672			(744,672	)		-
Vehicles		415,528			(415,528	)		-
Land improvements		67,959			(67,959	)		-
Total property and equipment		1,774,454			(1,774,454	)		-
Less accumulated depreciation		(1,353,003	)		1,353,003			-
Net property and equipment		421,451			(421,451	)		-
	$	1,166,822		$	(1,166,822	)	$	-
Current liabilities
Accounts payable and accrued expenses	$	247,150		$	(247,150	)	$	-
Accrued payroll expense		19,177			(19,177	)		-
Demand note payable-related party		77,460			(77,460	)		-
Convertible note payable-related party
note discount of $17,647 and $38,294, respectively		32,353						32,353
Total current liabilities		376,140			(343,787	)		32,353
Shareholders' equity
Preferred stock (par $.001) 40,000,000		-
Common stock (par $.001)		17,767			(9,400	)		8,367
Paid in capital		3,550,236						3,550,236
Accumulated deficit		(2,153,321	)		(1,437,635	)		(3,590,956	)
Contra equity-prepaid rent		(624,000	)		624,000			-
Treasury stock								-
Total stockholders' equity		790,682			(823,035	)		(32,353	)
Total liabilities and stockholders' equity	$	1,166,822		$	(1,166,822	)	$	-

The Company had a federal net operating tax loss carry-forward of approximately $1,260,000 as of June 30, 2018. The loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2020.

25NOTE ~~Table~~7: ofLEGAL ~~Contents~~PROCEEDINGS

Metwood Inc.
Proforma Unaudited Statement of Operations
June 30, 2018
				Less			Proforma
	2018			Metwood VA			2018
Gross sales	$	1,938,222		$	(1,938,222	)	$	-
Cost of sales		1,304,551			(1,304,551	)		-
Gross profit		633,671			(633,671	)		-
Operating expenses
Advertising		35,025			(35,025	)		-
Bad debt recovery		-			-			-
Depreciation		26,054			(26,054	)		-
Insurance		31,397			(31,397	)		-
Payroll expense		457,529			(457,529	)		-
Professional fees		15,251			(15,251	)		-
Rent related party		385,586			(385,586	)		-
Repairs and maintenance		11,005			(11,005	)		-
Research and development		6,375			(6,375	)		-
Telephone		13,052			(13,052	)		-
Vehicle		27,051			(27,051	)		-
Other		86,013			(86,013	)		-
Total operating expenses		1,094,338			(1,094,338	)		-
Operating income (loss)		(460,667	)		460,667			-
Other Income (expense)
Interest		(25,635	)		3,988			(21,647	)
Gain on sale of asset		-			-			-
Other Income (expense)		4,170			(4,170	)		-
Total Other Income (expense)		(21,465	)		(182	)		(21,647	)
Net income (loss)		(482,132	)		460,485			(21,647	)
Income taxes		-			-			-
Net (loss)	$	(482,132	)	$	460,485		$	(21,647	)

There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

26NOTE ~~Table~~8.- ofRECONCILIATION ~~Contents~~OF ASSETS AND LIABILITIES HELD FOR SALE

Metwood, Inc.
Unaudited Proforma Balance Sheet
June 30, 2017
				Pro Forma			Proforma
	Historical			Adjustment			Combined
Current assets
Cash and cash equivalents	$	67,854		$	(67,854	)a)	$	-
Accounts receivable, net of reserve		184,290			(184,290	)a)		-
Inventory		518,001			(518,001	)a)		-
Other current assets		14,755			(14,755	)a)		-
Total current assets		784,900						-
Net property and equipment		469,633			(469,633	)a)		-
	$	1,254,533					$	-
Current liabilities
Accounts payable and accrued expenses	$	178,928		$	(174,928	)a)	$	4,000
Accrued payroll expense		22,625			(22,625	)a)		-
Demand note payable-related party		77,460			(77,460	)a)		-
Convertible note payable-related party
note discount of $38,294		14,706						14,706
Total current liabilities		293,719						18,706
Shareholders' equity
Preferred stock (par $.001) 40,000,000		-
Common stock (par $.001)		17,767			(9,400	)b)		8,367
Paid in capital		3,550,236						3,550,236
Accumulated deficit		(1,671,189	)		(1,915,520	)a)		(3,577,309	)
					9,400	b)
Contra equity-prepaid rent		(936,000	)		936,000	a)		-
Treasury stock								-
Total stockholders' equity		960,814						(18,706	)
Total liabilities and stockholders' equity	$	1,254,533					$	-

In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component of an entity meets the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations.

~~Pro~~F-10 ~~Forma~~Table ~~adjustments~~of ~~on the balance sheet:~~Contents

a)	Represents Metwood of Virginia, Inc.'s historical balance sheet as of June 30, 2018 to carve out Metwood of Virginia, Inc.'s assets and liabiities as of June 30, 2018 prior to its sale.
b)	Represents the retirement 9,400,000 shares the Company's common stock which the Company received in exchange from Cahas Mountain Properties, LLC.

The Company disposed of a component of its business pursuant to the terms of the Definitive Agreement entered on June 28, 2019 resulting in the Company no longer controlling the subsidiary, which met the definition of a discontinued operation. Accordingly, the operating results of the business disposed are reported as income (loss) from discontinued operations in the accompanying condensed consolidated statements of operations for the three and twelve months ended June 30, 2019, and 2018, and its assets and liabilities are categorized as held for disposal on the condensed consolidated balance sheet as of March 30, 2019. The following summarize assets and liabilities held for disposal on the accompanying condensed consolidated balance sheets and statements of operations:

27 Table of Contents

	June 30,	June 30,
	2019	2018
Carrying amounts of current assets held or disposal:
Cash	$	$	61,872
Accounts Receivable	$	$	225,414
Inventory	$	$	439,649
Prepaid Expenses	$	$	18,436

Total current assets held for disposal	$	$	745,371

Metwood Inc.
	June 30,			June 30,
Unaudited Proforma Condensed Statement of Operations
	2019			2018
June 30, 2017
Carrying non-current assets held or disposal:
				Pro Forma			Proforma
Property and Equipment, Net	$			$	421,451
	Historical			Adjustment			Combined
Total non-current assets held for disposal	$			$	421,451
Gross sales	$	1,864,222		$	(1,864,222	)a)	$	-
Cost of sales		1,169,569			(1,169,569	)a)		-
Gross profit		694,653						-
Operating expenes		1,137,962			(1,137,962	)a)		-
Operating income (loss)		(443,309	)					-
Other Income (expense)		8,697			(27,403	)a)		(18,706	)
Net income (loss) before income taxes		(434,612	)					(18,706	)
Income taxes		-						-
Net loss	$	(434,612	)				$	(18,706	)

Pro Forma adjustments on the balance sheet:

	June 30,	June 30,
	2019	2018
Carrying amounts of current liabiities held or disposal:
Accounts Payable and Accrued Expenses	$	$	258,327
Advances from Affiliate	$	$	77,460
Total current liabilities held for disposal	$	$	335,787

a) Represents Metwood of Virginia, Inc.'s historical statement of operations for the year ended as of June 30, 2017 to carve out Metwood of Virigina, Inc's income and expenses prior to its sale with the exception of the interest expense and discount amortization for the convertible note payable.

	June 30,	June 30,
	2019	2018
Carrying non-current liabilities held or disposal:
Notes payable
Right-of-Use Obligation
Total non-current liabilities held for disposal	$	$

28 Table of Contents

	June 30,			June 30,
	2019			2018
Twelve Months Ended June 30,
Total Revenue	$	(2,325,843	)	$	(1,942,392	)
Total Expense	$	3,788,633		$	2,424,525

Net Income (loss) from discontinued operations	$	1,462,790		$	482,133

~~METWOOD,~~F-11 ~~INC.~~Table of Contents

~~NOTES~~NOTE TO9- ~~THE~~SUBSEQUENT ~~FINANCIAL STATEMENTS~~EVENTS

~~JUNE~~On June 18, 2019 the convertible note for $50,000 was amended to extend the due date to June 30, ~~2018~~2020. ~~AND~~On ~~JUNE~~June 20, 2020 the $50,000 note was extended to June 30, ~~2017~~2022. All other terms remained the same.

~~Notes~~On June 29, 2019, the Company entered into a note payable to ~~Unaudited~~Metwood, ~~Pro~~Inc. ~~Forma~~(Virginia) ~~Financial~~in ~~statements:~~the amount of $300,000 and the note was amended to extend December 29, 2021. The note has a compounding monthly interest rate of .875%.

1On June 29, 2019, Emerge entered into a note payable to Paul Thomas in the amount of $65,000 and the note is to expire on June 29, 2024. ~~Overview~~The note is interest free for the first 36 months and 5% APR thereafter.

On June 281, ~~2019,~~2021 ~~Metwood,~~Emerge ~~Inc.~~ entered into ~~an Acquisition Agreement with Emerge Nutraceuticals, Inc.( ENI),~~ a ~~Florida~~36 ~~Corporation.~~Month ~~Pursuant~~Lease toAgreement ~~the~~with ~~agreement,~~MEGA ~~100%~~LLC offor ~~ENI’s~~office ~~common~~space ~~stock~~at ~~(500~~a ~~shares)~~monthly ~~and~~lease ~~$300,000~~rate ~~was transferred to Metwood, Inc. In consideration, fifteen million (15,000,000) shares~~ of ~~Metwood common stock was issued which were valued at one million two hundred fifty thousand~~ $12,~~250,~~000~~) dollars~~. This purchase excluded the formulas for the products produced by ENI, which were spun out of ENI prior to the acquisition. Upon closing, two the Company’s manager’s, officers and board of directors members, Robert M. Callahan and Shawn A. Callahan, resigned after appointing Mr. Keith Thomas, Shawn Phillips and Raffaela Thomas to the Board of Directors. ENI is the acquirer for financial statement purposes and the transaction will be handled as a reverse merger and recapitalization. Financial statements are not available.

OnNOTE ~~June~~10 ~~28,~~– ~~2019,~~ACQUISITION ~~Metwood,~~OF ~~Inc.~~EMERGE entered into an Acquisition Agreement with Emerge Nutraceuticals, Inc.( ENI), a Florida Corporation. Pursuant to the agreement, 100% of ENI’s common stock (500 shares) and $300,000 was transferred to Metwood, Inc. In consideration, fifteen million (15,000,000) shares of Metwood common stock was issued which were valued at one million two hundred fifty thousand $1,250,000) dollars. This purchase excluded the formulas for the products produced by ENI, which were spun out of ENI prior to the acquisition. Upon closing, two the Company’s manager’s, officers and board of directors members, Robert M. Callahan and Shawn A. Callahan, resigned after appointing Mr. Keith Thomas, Shawn Phillips and Raffaela Thomas to the Board of Directors. ENI is the acquirer for financial statement purposes and the transaction will be handled as a reverse merger and recapitalization. Financial statements are not available.

2Metwood was presented the opportunity to acquire Emerge Nutraceuticals and reviewed the opportunity and was able to work out the Definitive Agreement. ~~Pro~~For ~~Forma~~additional ~~Information~~information regarding the Acquisition see Definitive Agreement in a previous filing.

~~The~~F-12 ~~unaudited~~Table ~~pro forma consolidate financial statements~~ of the Company is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) . The unaudited pro forma financial information is an abbreviated form and therefore does not comply with all presentation and disclosure requirements of GAAP. Contents

Pro Forma Adjustments and Assumptions

The unaudited pro forma balance sheets ad of June 30, 2018, and June 30, 2017 are prepared as if the reverse merger and recapitalization had occurred on June 30, 2018 and June 30, 2017, respectively. The unaudited pro forma statement of operations , wee prepared as if the reverse merger and recapitalization had occurred on June 30, 2018 and 2017, respectively.

The unaudited pro forma financial statements have been developed from and should be read in conjunction with:

1. Separate audited financial statements of Metwood, Inc. as of and for the year ended June 30, 2017 and the related notes; 2. Separate audited financial statements of Metwood, Inc. as of and for the year ended June 30, 2018 and the related notes. 3. The accompanying notes to the unaudited pro forma financial statements

Unaudited Pro Forma Financial adjustments

The unaudited pro forma consolidated financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the reverse merger and recapitalization and other related transaction occurred on the dates indicated. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma financial statements and are subject to change as additional information becomes available and analyses are performed.

Pro Forma Adjustments to the Balance Sheet;

	1	Represents the Company’s historical Balance sheet at June 30, 2018 and June 30, 2017 to carve out Metwood of Virginia’s assets and liabilities prior to the reverse merger.
	2	Represents the recapitalization as a result of the share exchange.

Pro Forma Adjustments to the Statements of Operations

1. Represents the Company’s historical statement of operations for the years ended June 30, 20148 and June 30, 2017 to carve out Metwood’s income and expenses prior to the reverse merger.

29 Table of Contents

Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosure

There is no change in Accountants, nor disagreements with the current or prior accountants, nor any changes to the prior years financial statements as issued.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal control over financial reporting and determined that our internal control over financial reporting was ineffective as of June 30, ~~2018~~2019 due to material weaknesses. A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 1305 as 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. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. Management’s assessment identified the following material weaknesses in internal control over financial reporting:

· The small size of our Company limits our ability to achieve the desired level of separation in our internal controls and financial reporting. We do have a separate CEO and CFO; however, we do not have an Audit Committee to review and oversee the financial policies and procedures of the Company. Until such time we are able to install an audit committee, we do not meet the full requirement for separation. In the interim, we will continue to strengthen the role of our CEO and CFO and their review of our internal control procedures.

(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

3015 Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Identification of Directors and Executive Officers

The following table sets forth the names and the nature of all positions and offices held by all directors and executive officers of the Company for the year ending June 30, ~~2018~~2019 and to the date of the filing of this report and the periods during which each such director or executive officer has served in his respective positions:

Name		Position and Background
Robert M. Callahan		President and CEO
Mr. Callahan has been involved in the building industry for over thirty years. He is well recognized in southwestern Virginia as an innovator in the uses of passive solar design and wood/metal products in custom home building. Along with Mr. Ronald Shiflett, he formed Metwood, Inc. in 1993 to bring light-gage construction, used in commercial building for years, into common use in residential construction.
Shawn A. Callahan		Secretary/Treasurer/CFO/VP/General Manager
Education: MBA Accounting, University of Phoenix B.S. Computer Science and Mathematics, Virginia Military Institute Since starting with Metwood, Inc. in May 1996, Mr. Callahan has played a major role in the restructuring of the Company, increasing production, improving efficiency, and developing computer aids for the Company.

Name		Position and Background

Keith Thomas,		CEO, CFO, Director,

~~Term~~Mr. Thomas has been in the supplement, and vitamin business or in excess of ~~Office~~fifteen years. Mr. Thomas was a body builder in before entering the manufacturing areas.

~~The~~Shawn ~~term~~Phillips ~~of office of the current directors shall continue until new directors are elected or appointed.~~Director

~~Family~~Mr. ~~Relationships~~Phillips has been successfully involved in producing various nutraceuticals, having built and sold his previous company.

~~Robert~~Raffaela ~~Callahan~~Thomas ~~is the father of Shawn Callahan.~~Director

~~Involvement~~Ms. Thomas is a small business owner in ~~Certain~~Florida ~~Legal~~and ~~Proceedings~~has owned and operated several businesses over her years.

~~Except~~Term ~~as indicated below and to the knowledge~~ of ~~management, during the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:~~Office

~~(1)~~The ~~was~~term aof ~~general~~office ~~partner or executive officer~~ of ~~any~~the ~~business~~current bydirectors orshall ~~against~~continue ~~which~~until ~~any~~new ~~bankruptcy~~directors ~~petition~~are ~~was~~elected ~~filed, whether at the time of such filing~~ or ~~two years prior thereto;~~appointed.

~~(2)~~Family ~~was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Relationships

31Raffaela ~~Table~~Thomas is the mother of ~~Contents~~Keith Thomas.

~~(3)~~Paul ~~was~~Thomas is the ~~subject~~father of ~~any~~Keith order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;Thomas.

~~(4)~~Involvement was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty days the right of such person to engage in ~~any~~Certain ~~activity~~Legal ~~described above under this Item, or to be associated with persons engaged in any such activity; or~~Proceedings

~~(5)~~Except ~~was~~as ~~found~~indicated bybelow aand ~~court~~to the knowledge of ~~competent~~management, ~~jurisdiction~~during ~~(in~~the apast ~~civil~~five ~~action)~~years, ~~the~~no ~~Commission~~present or ~~the~~former ~~Commodity~~director, ~~Futures~~person ~~Trading~~nominated ~~Commission~~ to ~~have~~become ~~violated~~ a ~~federal~~director, orexecutive ~~state~~officer, ~~securities~~promoter or ~~commodities~~control ~~law,~~person ~~nor~~of ~~has~~the ~~a judgment been reversed, suspended, or vacated.~~Company:

~~Compliance~~(1) ~~with~~was ~~Section 16(~~a) general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the ~~Exchange~~time ~~Act~~of such filing or two years prior thereto;

~~Section 16~~(a2) ofwas ~~the~~convicted ~~Securities~~in ~~Exchange~~a ~~Act~~criminal ofproceeding ~~1934,~~or asnamed ~~amended, requires~~ the ~~Company’s~~subject ~~directors, officers and persons who own more than 10%~~ of ~~the~~a ~~Company’s~~pending ~~common~~criminal ~~stock~~proceeding or(Excluding ~~other~~traffic ~~registered~~violations ~~class of equity securities to file reports of ownership~~ and ~~changes~~other inminor ~~ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required to furnish us with copies of all Section 16(a~~offenses) ~~forms they file.~~;

~~Based~~(3) ~~solely~~was onthe asubject ~~review~~ of ~~the~~any ~~forms~~order, ~~received~~judgment ~~covering~~or ~~purchase~~decree, ~~and~~not ~~sale~~subsequently ~~transactions~~reversed, insuspended ~~the~~or ~~Company’s~~vacated, ~~common~~of ~~stock~~any ~~during~~court ~~the~~of ~~fiscal~~competent ~~year~~jurisdiction, ~~ended~~permanently ~~June~~or 30temporarily enjoining, ~~2018~~barring, ~~the~~suspending ~~Company~~or ~~believes~~otherwise ~~that~~limiting ~~each~~his ~~person~~involvement ~~who,~~in at any ~~time~~type ~~during~~of ~~that period~~business, ~~was a director~~securities, ~~executive officer,~~ or ~~beneficial owner of more than 10% of the Company’s common stock complied with all Section 16(a) filing requirements.~~banking

~~32 Table of Contents~~activities.

(4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty days the right of such person to engage in any activity described above under this Item, ~~11.~~or ~~Executive~~to ~~Compensation~~be associated with persons engaged in any such activity; or

~~The~~(5) ~~following~~was ~~table~~found ~~sets~~by ~~forth~~a incourt ~~summary~~of ~~form~~competent ~~the~~jurisdiction ~~compensation~~(in ~~received~~a ~~during~~civil ~~each~~action), ofthe Commission or the ~~Company’s~~Commodity ~~last~~Futures ~~three~~Trading ~~fiscal~~Commission ~~years~~to byhave ~~our~~violated ~~President~~a ~~and~~federal ~~Chief~~or ~~Executive~~state ~~Officer,~~securities ~~Robert~~or M.commodities ~~Callahan~~law, ~~and~~nor ~~our~~has ~~Chief~~a ~~Financial~~judgment ~~Officer~~been reversed, ~~Shawn~~suspended, A.or ~~Callahan:~~vacated.

~~Summary~~16 ~~Compensation~~ Table of Contents

	Fiscal	Annual		Bonuses		OtherCompensation		RestrictedStockAwards		LTIP Options		RestrictedStockBonuses
	Year	Salary			(1)		(2)		(3)		(4)		(4)
Robert M. Callahan	2018	$	70,000	$	-0-		-0-	$	-0-		-0-		-0-
	2017	$	87,115	$	-0-		-0-		-0-		-0-		-0-
	2016	$	55,192	$	-0-		-0-		-0-		-0-		-0-
Shawn A. Callahan	2018	$	73,692	$	-0-		-0-	$	-0-		-0-		-0-
	2017	$	74,422	$	-0-		-0-		-0-		-0-		-0-
	2016	$	74,538	$	-0-		-0-		-0-		-0-		-0-

Compliance with Section 16(a) of the Exchange Act

~~___________~~ Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, officers and persons who own more than 10% of the Company's common stock or other registered class of equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms they file.

(1)	The dollar value of bonuses (cash and non-cash) received.
(2)	During the periods covered by the table, the Company did not pay any other annual compensation not properly categorized as salary or bonus, including perquisites and other personal benefits, securities or property.
(3)	During the periods covered by the table, the Company made no restricted stock awards.
(4)	The Company currently has no stock option or restricted stock bonus plans.

Based solely on a review of the forms received covering purchase and sale transactions in the Company's common stock during the fiscal year ended June 30, 2018, the Company believes that each person who, at any time during that period, was a director, executive officer, or beneficial owner of more than 10% of the Company's common stock complied with all Section 16(a) filing requirements.

NoItem ~~member~~11. ofExecutive ~~our management has been granted any option or stock appreciation right; accordingly, no tables relating to such items have been included within this item.~~Compensation

~~Compensation~~The following table sets forth in summary form the compensation received during each of ~~Directors~~the Company's last three fiscal years by our Chief Executive Officer, Keith Thomas and former Chief Executive Officer, Robert M. Callahan, and former Chief Financial Officer, Shawn A. Callahan

~~There~~Summary ~~are~~Compensation no standard arrangements pursuant to which our directors are compensated for any services provided as director. No additional amounts are payable to our directors for committee participation or special assignments.Table

There are no arrangements pursuant to which any of our directors was compensated during our last completed fiscal year or the previous two fiscal years for any services provided as director.

	Fiscal Year	Annual Salary		Bonuses (1)		Other Compensation (2)		Restricted Stock Awards (3)		LTIP Options (4)		Restricted Stock Bonuses (4)
Keith Thomas	2019	$	0	$	-0-		-0-	$	-0-		-0-		-0-
	2018	$	0	$	-0-		-0-	$	-0-		-0-		-0-
	2017	$	0	$	-0-		-0-	$	-0-		-0-		-0-
Robert M. Callahan	2019	$	70,000	$	0		0	$	0		0		0
	2018	$	70,000	$	0		0	$	0		0		0
	2017	$	87,115	$	0		0	$	0		0		0
Shawn A. Callahan	2019	$	75,275	$	0		0	$	0		0		0
	2018	$	73,692	$	0		0	$	0		0		0
	2017	$	74,422	$	0		0	$	0		0		0

~~33 Table of Contents~~_____________

~~Termination~~1. The dollar value of ~~Employment~~bonuses (cash and ~~Change~~non-cash) ofreceived. ~~Control~~2. ~~Arrangement~~During the periods covered by the table, the Company did not pay any other annual compensation not properly categorized as salary or bonus, including perquisites and other personal benefits, securities or property. 3. During the periods covered by the table, the Company made no restricted stock awards. 4. The Company currently has no stock option or restricted stock bonus plans.

~~There~~No ~~are~~member noof ~~compensatory~~our ~~plans~~management orhas ~~arrangements,~~been ~~including~~granted ~~payments~~any tooption beor ~~received~~stock ~~from~~appreciation ~~the~~right; ~~Company~~accordingly, ~~with~~no ~~respect~~tables torelating ~~any person named in the Summary Compensation Table set out above which would in any way result in payments~~ to ~~any~~ such ~~person~~items ~~because~~have ofbeen ~~his~~included ~~resignation,~~within ~~retirement~~this or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Companyitem.

~~Item~~17 ~~12.~~Table ~~Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~Contents

~~Security~~Compensation ~~Ownership~~ of ~~Certain Beneficial Owners~~Directors

~~The~~There ~~following~~are ~~table~~no ~~sets~~standard ~~forth~~arrangements ~~the~~pursuant ~~shares~~to ~~held~~which byour ~~those~~directors ~~persons~~are ~~who~~compensated ~~owned~~for ~~more~~any ~~than~~services ~~five~~provided ~~percent~~as ofdirector. ~~Metwood’s~~No ~~common~~additional ~~stock~~amounts asare ofpayable ~~June~~to 3,our ~~2019~~directors ~~based~~for ~~upon~~committee ~~17,766,647~~participation ~~shares~~or ~~outstanding:~~special assignments.

~~Greater~~There ~~Than~~are 5%no ~~Owners~~arrangements pursuant to which any of our directors was compensated during our last completed fiscal year or the previous two fiscal years for any services provided as director.

Title of Class	Name and Address of Beneficial Owner	No. ofShares			Percent ofClass
Common	Robert Callahan 819 Naff Boones Mill, Va.		11,776,647	(1)	66.2		%
Common	Ronald Shiflett 638 Patti Road Rocky Mount, Va.		1,000,000			5.6	%

Termination of Employment and Change of Control Arrangement

~~__________~~ There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in the Summary Compensation Table set out above which would in any way result in payments to any such person because of his resignation, retirement or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company.

~~(1)~~Item ~~Includes direct and indirect interests~~12. ~~There~~Security ~~are~~Ownership 11of .Certain 0Beneficial 5Owners 3and ~~,600~~Management ~~common~~and ~~shares~~Related ~~included~~Stockholder ~~in this amount that are owned in the names of family members of Mr. Callahan.~~Matters

Security Ownership of ~~Management~~Certain Beneficial Owners

The following table sets forth the shares held by ~~Metwood~~those ~~directors~~persons ~~and~~who ~~officers~~owned more than five percent of Metwood's common stock as of ~~March~~June 730, 2019 based upon 23,366,647 shares outstanding:

~~Management~~Greater ~~Ownership~~Than 5% Owners

	Name and Address	No. of		Percent
Title of Class	Name and Address of Beneficial Owner	No. of Shares		Percent of Class
Title of Class	Of Beneficial Owner	Shares		of Class
Common	Health Holding Group LLC		15,000,000		64.0	%
Common	~~Robert~~Cahas ~~Callahan~~Mountain ~~819~~Properties ~~Naff Road Boones Mill, VA 24065~~LLC		111,~~776~~500,~~634~~000		666.24	%

~~Ownership of shares by directors and officers of Metwood as a group: 66.2%~~________________

34 Table of Contents

(1)	The common shares are held by Health Holdings which is owned by the father of Keith Thomas.

(2)	Cahas Mountain Properties also has a convertible note. See Item 13 for additional information.

~~Changes~~Security inOwnership ~~Control~~of Management

The ~~company~~following ~~entered~~table ~~into~~sets aforth ~~contract~~the onshares ~~October~~held ~~11,~~by ~~2018~~Metwood ~~that~~directors ~~will~~and ~~change~~officers ~~control~~as ~~when~~of ~~completed.~~March ~~The new entity will be Emerge Nutraceuticals~~7, ~~Inc. a Florida corporation. This contract should be completed in the first quarter of~~ 2019.

~~Item~~Management ~~13. Certain Relationships and Related Transactions, and Director Independence~~Ownership

Following are the transactions between Metwood and members of management, directors, officers, 5% shareholders, and promoters of Metwood:

Title of	Name and Address	No. of	Percent
Class	Of Beneficial Owner	Shares	of Class

Common	Health Holding Group LLC	15,000,000	64.0%
	721 Rossiter St.
	Mount Dora, FL.

~~During~~Changes the year ended June 30, 2005, we entered into a sales and leaseback transaction with a related party. We sold the various buildings at our corporate headquarters which house our manufacturing plants, executive offices and other buildings for $600,000 in cash. We simultaneously entered into a commercial lease agreement with the related party whereby we are committed to lease back these same properties for $6,800 per month over a ten-year term expiring December 31, 2014. Rent expense charged to operations for the years ended June 30, 2018 and 2014 was $380,491 and $75,000, The large increase in rent was due to the prepaid rent as discussed previously.Control

~~On July 1, 2015,~~ The ~~Company~~company entered into a ~~renewed~~contract ~~lease~~on ~~agreement~~June ~~with Cahas Mountain LLC~~28, ~~our~~2019 ~~controlling~~that ~~shareholder.~~will ~~This~~changed ~~lease~~control iswhen ~~for~~completed. ~~five~~The ~~years~~new ~~and~~entity ~~involved~~will ~~the~~be ~~cash~~Emerge ~~payment of $5~~Nutraceuticals,~~500~~ Inc.00 ~~per~~a ~~month~~Florida ~~rent~~corporation. ~~and~~This ~~annual~~contract ~~prepaid~~has ~~rent~~been ~~amortization~~completed as of ~~$312,000~~this filing.00

~~Item~~18 ~~14.~~Table ~~Principal~~of ~~Accounting Fees and Services~~Contents

~~The~~Item ~~following table sets forth the aggregate fees billed or to be billed by , Turner Stone & co~~13. ~~for~~Certain ~~audit~~Relationships ~~services rendered in connection with the consolidated financial statements~~ and ~~reports~~Related ~~for the years ended June 30~~Transactions, ~~2018~~ and ~~2017:~~Director Independence

	2018		2017
Audit fees	$	30,000	$	30,000
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total	$	30,000	$	30,000

The Company had executed a demand note with its previous controlling shareholder, Cahas Mountain, LLC, that Cahas Mountain will make available cash advances from time to time to bridge cash flow shortfalls. These advances are repaid to Cahas Mountain as cash flow allows. Advances totaled $0 and $77,400 at June 30, 2019 and 2018, respectively. The unpaid balance due to Cahas Mountain at the end of each month is subject to an interest rate of 6% per year. As part of the sale of Metwood, Inc. (Virginia) the note was transferred along with all accrued interest. The Company recognized interest expense of approximately $5,000 and $5,000 for the years ended June 30, 2019 and 2018, respectively. Sales to Cahas Mountain, LLC was approximately $ 8,800 and $12,000 . As of June 30, 2018 and 2017, the related accounts receivable totaled approximately $0 and $8,800, respectively.

~~Audit~~On ~~fees:~~August ~~Consist~~18, of2016, ~~fees~~the ~~billed~~Company ~~for~~entered ~~professional~~into ~~services~~a ~~rendered~~convertible ~~for~~note with Cahas Mountain in the ~~audits~~amount of ~~our~~$50,000 ~~consolidated~~with ~~financial~~an ~~statements~~interest ~~and~~rate ~~reviews~~ of 8% per year, this note expires on June 30, 2020. This note has been amended and the ~~interim~~expiration ~~consolidated~~date ~~financial~~has ~~statements~~been ~~included~~extended into ~~quarterly~~June ~~reports~~30, 2022. The note is convertible into common shares of Metwood, Inc. at par value of $.0001 and ~~services~~if ~~that~~converted ~~are~~in ~~normally~~its ~~provided~~entirety will dilute the current shareholders by ~~our~~a ~~auditors~~maximum of 50,000,000 shares of common stock. The maximum conversion in ~~connection~~any ~~with~~year ~~statutory~~is ~~and~~10,000,000 ~~regulatory~~shares ~~filings~~of orcommon ~~engagements~~stock. A debt discount of $50,000 was recorded at issuance and ~~attest~~$17,647 ~~services~~was amortized and included in interest expense during the year ended June 30, ~~except~~2019. ~~those~~During ~~not~~the ~~required~~year byended ~~statute~~June or30, ~~regulation~~2019, $17,647 was included in the interest expense. Interest Expense totaled $21,647 and $21,647 for years ended June 30, 2019 and 2018, respectively.

~~Audit-related~~On ~~fees:~~June ~~Consist~~29, of2019, ~~fees~~the ~~billed~~company ~~for~~entered ~~assurance~~into ~~and~~a ~~related~~note ~~services~~payable ~~that~~to ~~are~~Metwood, ~~reasonably~~Inc. ~~related~~(Virginia). toIn the ~~performance~~amount of ~~the~~$300,000 ~~audit~~and orthe ~~review~~note ofis ~~our~~to ~~consolidated~~expire ~~financial~~on ~~statements~~December ~~and~~29, ~~are~~2021. ~~not~~The ~~reported~~note ~~under~~has ~~“Audit~~a ~~fees.”~~compounding ~~These~~monthly ~~services~~interest ~~include~~rate ~~accounting~~of ~~consultations~~.875%. inSee ~~connection~~Note ~~with~~1 ~~the~~regarding ~~Sarbanes-~~sale ~~Oxley Act~~ of ~~2002~~subsidiary.

~~Tax~~Item ~~fees:~~14. ~~Consist~~Principal ofAccounting ~~fees~~Fees ~~billed for tax compliance, tax advice~~ and ~~tax planning services.~~Services

~~All~~The ~~other~~following ~~fees:~~table ~~Consist~~sets offorth the aggregate fees billed ~~for~~or ~~all~~to ~~other~~be ~~services~~billed ~~other~~by, ~~than~~Turner ~~those~~Stone ~~reported~~& ~~above~~co. for audit services rendered in connection with the consolidated financial statements and reports for the years ended June 30, 2019 and 2018:

35 Table of Contents

	2019		2018

Audit fees	$	91,000	$	0
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-

Total	$	91,000	$	0

~~PART~~Audit IVfees : Consist of fees billed for professional services rendered for the audits of our consolidated financial statements and reviews of the interim consolidated financial statements included in quarterly reports and services that are normally provided by our auditors in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.

Audit-related fees : Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit fees." These services include accounting consultations in connection with the Sarbanes-Oxley Act of 2002.

Tax fees : Consist of fees billed for tax compliance, tax advice and tax planning services.

All other fees : Consist of fees billed for all other services other than those reported above.

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

NUMBER		DESCRIPTION
3(i)*		Articles of Incorporation
31.1		Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3(ii)*		By-laws
31.2		Certification of Chief Financial Officer Pursuant to Securties Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.1**		Agreement with Emerge Nuetracueticals, Inc.
31.1		Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Securties Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32		Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

~~___________~~ 20 Table of Contents

* Incorporated by reference on Form 8-k filed February 16, 2000

** Incorporated by reference on Form 10-K filed February 22, 2019

36 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: August 27, 2019		/s/ Keith Thomas
Date: September 30, 2021		/s/ Keith Thomas
		Keith Thomas
		CEO and Director and Financial Officer
		CEO and Director
Date: August 27, 2019		/s/ Keith Thomas
Date: September 30, 2021		/s/ Keith Thomas
		Keith Thomas
		Financial Officer

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