Edgar Filing: METWOOD INC

mtwd_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, 2016

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

For the transition period from ________ to ________

Commission file number 000-05391

METWOOD, INC.

(Exact name of registrant as specified in its charter)

NEVADA		83-0210365
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

819 Naff Road, Boones Mill, VA 24065

(Address of principal executive offices)

(540) 334-4294

(Registrant's telephone number, including area code)

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

None

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

$0.001 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 x No ¨

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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K 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. 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	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging 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 with any new or revised financial accounting standard pursuant to section 13(a) of the Exchange act Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Indicate by check mark is the company is a shell company. Yes ¨ No x

As of January 13, 2019 the aggregate market value of the common shares outstanding (based upon the average of the bid price ($.08) reported on the OTCQB Market) held by non-affiliates was $329,101.

As of January 13, 2019, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 17,766,647 shares.

METWOOD, INC. AND SUBSIDIARY

FORM 10-K

TABLE OF CONTENTS

		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	26
Item 9A	Controls and Procedures	26
Item 9B	Other Information	26

PART III

Item 10	Directors, Executive Officers and Corporate Governance	27
Item 11	Executive Compensation	29
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13	Certain Relationships and Related Transactions, and Director Independence	31
Item 14	Principal Accounting Fees and Services	31

PART IV

Item 15	Exhibits and Financial Statement Schedules	32

Signatures		33

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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.

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PART I

Item 1. Description of Business

Business Development

The Company was incorporated under the laws of the State of Wyoming 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 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.

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Metwood ("the Company," "We," "Us," "Our") provides construction-related products and engineering services to residential customers and contractors, commercial contractors, developers and retail enterprises, primarily in southwestern Virginia.

Principal Products or Services and Markets

Residential builders are aware of the superiority of steel framing vs. wood framing, insofar as steel 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 light-gage steel construction materials, usually combined with wood or wood fasteners, for use in residential and commercial applications in place of more conventional wood products, which are inferior in terms of strength and durability. The steel and 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 products.

Metwood's primary products are:

· TUFF 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, NUJOIST 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

Metwood's services include providing its customers, through a strategic partnership with an outside engineering firm, civil engineering capabilities which include rezoning and special use submissions; erosion and sediment control and storm-water management design; residential, commercial, and religious facility site development design; and utility design, including water, sewer and onsite treatment systems. Metwood also performs ongoing product research and development.

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We also perform a variety of structural design and analysis work, successfully providing solutions for many projects, including retaining walls, residential framing, commercial building framing, light-gage steel fabrication drawings, metal building retrofits and additions, mezzanines, and seismic anchors and restraints.

The Company has designed numerous foundations for a variety of structures. Our foundation design expertise includes metal building foundations, traditional building construction foundations, atypical foundations for residential structures, tower foundations, and sign foundations for a variety of uses and applications.

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.

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.

Distribution Methods of Products and Services

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.

Status of Publicly Announced New Products or Services

Metwood has become a fabricator of the Aegis steel truss system and is a supplier of their products to both residential and commercial customers.

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Seasonality of Market

Our sales are subject to seasonal impacts, as our products are used in residential and commercial construction projects which tend to be at peak levels in Virginia and North Carolina between the months of March and October. Accordingly, our sales are typically greater in our fourth and first fiscal quarters. We build an inventory of our products throughout the winter and spring to support our sales season. Due to the seasonality of our local market, we are continuing our efforts to expand into markets that are not so seasonally impacted. We have shipped projects to Florida, Georgia, South Carolina, Arizona, Washington, and more. These markets have some seasonality, but increased exposure in these markets will help maintain stronger sales year round.

Competition

Nationally, there are over one hundred manufacturers of the types of products produced by the Company. However, the majority of these manufacturers are using wood-only products or products without metal reinforcement. Metwood has identified only one other manufacturer in the United States that manufactures a wood-metal floor truss similar to ours. However, we have often found that our products are the only ones that will work within many customers' design specs.

Sources and Availability of Raw Materials and the Names of Principal Suppliers

All of the raw materials we use are readily available on the market from numerous suppliers. The light-gage metal used by the company is supplied primarily by Telling Industries, New Millenium, Allied Tube & Conduit, and Vulcraft. Our main source of lumber is BlueLinx. Adelphia Metals, Re- Steel, Nucor and Gerdau Amersteel provide the majority of our rebar. Because of the number of suppliers available to us, our decisions in purchasing materials are dictated primarily by price and secondarily by availability. We do not anticipate a lack of supply to affect our production; however, a shortage might cause us to pass on higher materials prices to our buyers.

Dependence on One or a Few Major Customers

At June 30, 2016 and 2015, the Company had the following customer concentrations:

	Sales						Accounts Receivable
	2016			2015			2016			2015
Customer A		13	%		12	%		15	%	*
Customer B		11	%	*				23	%	*
Customer C	*			*			*				13	%
Customer D	*			*			*				15	%
Customer E	*			*				20	%	*

*Amounts to less than 10%

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Patents

The Company has nine U.S. Patents:

U.S. Patent Nos. 5,519,977 and 7,347,031, "Joist Reinforcing Bracket," a bracket that reinforces wooden joists with a hole for the passage of a utility conduit. The Company refers to this as its floor joist patch kit.

U.S. Patent No. 5,625,997, "Composite Beam," a composite beam that includes an elongated metal shell and a pierceable insert for receiving nails, screws or other penetrating fasteners.

U.S. Patent No. 5,832,691, a continuation in part of U.S. Patent No. 5,625,997, "Composite Beam," a composite beam that includes an elongated metal shell and a pierceable insert for receiving nails, screws or other penetrating fasteners.

U.S. Patent No. 5,921,053, "Internally Reinforced Girder with Pierceable Nonmetal Components," a girder that includes a pair of "c"-shaped members secured together so as to form a hollow box which permits the girder to be secured within a building structure with conventional fasteners such as nails, screws and staples.

U.S. Patent Nos. D472,791S; D472,792S; D472,793S; and D477,210S, all modifications of Metwood's Joist Reinforcing Bracket, which will be used for repairs of wood I-joists.

Each of the above-mentioned patents was originally issued to the inventors and Company founders, Robert Callahan and Ronald B. Shiflett, who licensed these patents to us.

Need for Government Approval of Principal Products

Our products must either be sold with an engineer's seal or applicable building code approval. Currently, we are seeking International Code Council ("ICC") code approval on our TUFFBEAMS. Once that approval 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 products to achieve it’s stated goal.

Time Spent During the Last Two Fiscal Years on Research and Development Activities

There is no 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.

Costs and Effects of Compliance with Environmental Laws

We do not incur any costs to comply with environmental laws. We are an environmentally friendly business in that our products are fabricated from recycled steel.

Number of Total Employees and Number of Full-Time Employees

We had fourteen employees at June 30, 2016, thirteen of whom were full time.

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Item 1A. Risk Factors

Our business is subject to various risks, including those described below. You should carefully consider the following risk factors and all other information contained in this Form 10-K. If any of the following events or outcomes actually occurs, our business, operating results, and financial conditions would likely suffer.

Changing economic 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.

Current volatility and disruption in the capital and credit markets may continue to exert downward pressure on our stock price - The capital and credit markets have been experiencing extreme volatility and disruption over the past year. Stock markets in general, and our stock price in particular, have experienced significant volatility over the past year. Our stock recently traded at historic lows. In the future, there can be no assurance that price volatility in the stock markets in general will abate or that our stock price in particular will rise. Additionally, the volatility in the credit markets could impact our ability to access new financing.

We have a history of operating losses and may incur future losses. We incurred net losses of $659,896 for the fiscal year ended June 30, 2016 and $718 for the year ended June 30, 2015. 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, license and collaborative arrangements; and successfully manufacture and commercialize products incorporating our technologies in new applications and in new markets.

Item 2. Properties

During the year ended June 30, 2005, we sold our facilities to a related party for $600,000 and subsequently leased the facilities back under a long-term lease agreement. We now lease our facilities in Boones Mill, Virginia, which consist of corporate offices, warehouses, a garage/vehicle maintenance building, and other multi-use buildings.

We do not invest in real estate or interests in real estate, real estate mortgages or securities of or interests in persons primarily engaged in real estate activities and therefore have no policies related to such investments.

Item 3. Legal Proceedings

On June 27, 2016 a law suit was filed against the company alleging breach of a contract that would have transferred the publicly held part of the company to a third party. Management does believe that the effect of this proceeding is of a material nature, but the company has an affiermative defense to the matter. This matter was ajudicated in the Company’s favor in December 2017.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote during the year.

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PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Because there is no active trading market for Metwood, Inc. common stock, it is difficult to determine the market value of the stock. Based on the recent close of our common stock at November 13, 2018 of $.08 per share (with a 52-week high of $0.08), the market value of shares held by non-affiliates would be $329,101.

Our common stock is currently listed on the OTCQB market, the middle tier of the OTC marketplace under the symbol "MTWD.OB."

The following table sets forth high and low bid information for each full quarterly period within the two most recent fiscal years. These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Year Ended June 30, 2016	High		Bid
First Quarter	$	0.65	$	0.12
Second Quarter	$	0.51	$	0.12
Third Quarter	$	0.51	$	0.18
Fourth Quartet	$	0.51	$	0.25

Year Ended June 30, 2015
First Quarter	$	0.50	$	0.50
Second Quarter	$	0.50	$	0.06
Third Quarter	$	0.12	$	0.11
Fourth quarter	$	0.67	$	0.08

The approximate number of holders of record of our common stock as of January 13, 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.

Dividends

We have not paid any dividends on our common stock and do not intend to pay dividends in the foreseeable future.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation

We anticipate that the next twelve months will be a period of continued growth as we seek to further expand our presence in new markets throughout the United States through increased numbers of distributors, licensees and dealers. ICC code approval is being sought for our TUFFBEAM and is expected to be obtained within the coming fiscal year. If this approval is obtained, product marketability would be greatly enhanced and would likely lead to higher demand.

Results of Operations

Below are selected financial data for the years ended June 30, 2016 and 2015:

	2016			2015
Revenues	$	1,781,062		$	1,722,261
Net loss	$	(659,896	)	$	(718	)
Net loss per common share	$	(0.04	)	$	(0.00	)
Weighted average common shares		17,776,647			15,266,647

At June 30, 2016 and 2015:

Total assets	$	1,314,406	$	1,584,610
Working capital	$	503,488	$	753,582
Stockholders’ equity	$	1,033,426	$	1,356,668

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

Revenues and cost of sales - Gross sales increased $68,801, or 4%, for the year ended June 30, 2016 ("fiscal 2016") compared to the year ended June 30, 2015 ("fiscal 2015"). Gross profit decreased $125,510 (16%) from fiscal 2015 to fiscal 2016.

The Company's sales increased for fiscal 2016 versus 2015 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.

Cost of sales increased $184,316, or 19.8%, in fiscal 2016 compared to fiscal 2015, representing a disproportionate increase compared to the 4% increase in gross sales. Material costs, primarily metal products, were significantly higher in fiscal 2016 compared to fiscal 2015 and accounted for much of the disproportional increase.

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Operating expenses - These costs increased $331,001 from fiscal 2015 to fiscal 2016. The increase was in large part from much higher rent expense. We are invested in decreasing expenditures where possible in order to maximize our net earnings.

Other income (expense) - Other income in fiscal 2016 were $31,547 compared to other expense of $10,088 in fiscal 2015. The change was the result of the sale of assets that were no longer needed.

Income Taxes - Management determined that the inability of the company to generate profits made the utilization of the previously established tax valuation reserve unlikely, therefore it was charged against the current period operations resulting in an additional expense of $245,233.

We have historically funded our cash needs through operating income and credit line draws as 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 that cannot 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 generally occurs once a weather-related slowdown has ended.

On a long-term basis, we also anticipate that product demand will increase considerably as we continue to expand our marketing and advertising campaign, which may include the use of television, radio, print and internet advertising. Efforts are well underway to increase the number of out-of-state sales representatives/brokers who will market our products throughout the country. As sales increase, we can add a second shift to meet the additional product demand without having to use funds to expand our production facilities. If additional cash becomes necessary to fund our growth, we may raise this capital through an additional follow-on stock offering rather than taking on more debt. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future. If we are unable to raise additional capital as needed, our growth potential will be adversely affected, and we would have to significantly modify our plans.

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Item 8. Financial Statements and Supplementary Data

NC Office

19720 Jetton Road, 3rd Floor

Cornelius, NC 28031

Tel: 704-897-8336

Fax: 704-919-5089

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Metwood, Inc.

We have audited the accompanying consolidated balance sheets of Metwood, Inc and subsidiary (“the Company”) as of June 30, 2015 and 2014 and the related consolidated statements of operations, stockholders’ equity, and consolidated cash flows for the years ended June 30, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2015 and 2014, and the results of its operations, changes in stockholders’ equity and cash flows for the years ended June 30, 2015 and 2014 in conformity with accounting principles generally accepted in the United States of America.

/s/ L&L CPAS, PA

F.K.A. Bongiovanni & Associates, PA

Certified Public Accountants

Cornelius, North Carolina

The United States of America

October 13, 2015

www.llcpas.net

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheet of Metwood, Inc. and its subsidiary (the “Company”) as of June 30, 2016, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Metwood, Inc. and its subsidiary as of June 30, 2016, and the results of their consolidated operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

February 20, 2019

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METWOOD, INC.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2016 AND 2015

	2016			2015
Current Assets
Cash and cash equivalents	$	91,309		$	87,315
Accounts receivable, net of reserve		201,502			129,712
Inventory		479,203			728,500
Other current assets		12,454		$	36,343
Total assets		784,468			981,870
Property and Equipment improvements
Leasehold Improvements		274,869			274,869
Furniture, fixtures and equipment		78,222			78,222
Computer and software		174,541			180,923
Machinery & Equipment		720,585			477,166
Vehicles		412,917			412,917
Land Improvements		67,958			67,959
Total property and equipment		1,729,092			1,492,056
Less accumulated depreciation		(1,199,154	)		(1,134,549	)
	$	529,938			357,507
Other assets
Deferred tax asset, less valuation reserve		0			245,233
Total assets	$	1,314,406		$	1,584,610

Current liabilities
Accounts payable and accrued expenses		181,107			136,267
Accrued payroll expense		18,881			26,237
Note payable to related party		80,992			65,784
Total current liabilities		280,980			228,288

Commitmen tments and contingencies Note 4

Stockholder's equity

Preferred stock (par $.001) 40,000,000 authorized and shares authorized 0 outstanding
Common stock (par $.001) 100,000,0000 authorized and 17,774,364 and 15,222,247 outstanding		17,775			15,222
Unissued common stock		0			53
Paid in capital		3,500,228			1,917,729
Accumulated deficit		(1,236,577	)		(576,682	)
Contra equity-prepaid rent		(1,248,000	)		0
Total stockholders' equity		1,033,426			1,356,322
Total liaibliities and stockholders equity	$	1,314,406		$	1,584,610

See the accompaning notes to the financial statements

METWOOD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JUNE 30, 2016 AND 2015

	2016			2015

Gross sales	$	1,781,062		$	1,722,261
Cost of sales		1,113,748			929,437
Gross profit		667,314			792,824

Operating expenses

Advertising		26,513			25,682
Bad debt recovery		1,202			-1,094
Depreciation		35,260			35,494
Insurance		44,519			34,362
Payroll expense		422,261			385,658
Professional fees		43,588			48,901
Rent related party		380,491			75,000
Repairs and Maintenance		52,495			0
Research and Development		5,700			7,491
Telephone		29,105			25,648
Vehicle		19,558			20,001
Other		52,832			125,380
Total operating expenses		1,113,524			782,523

Operating income (loss)		(446,210	)		10,301

Other Income (expense)
Interest		(4,370	)		0
Gain on sale of asset		28,682			0
Other Income (expense)		7,235			(10,088	)
Total Other Income (expense)		31,547			(10,088	)
Net income (loss) before taxes		(414,663	)		213
Income taxes		(245,233	)		931
Net (loss)	$	(659,896	)	$	(718	)

Basic loss per share	$	(0.04	)		0
Weighted number of shares outstanding		17,776,647			15,221,647

See the accompaning notes to the financial statements

METWOOD, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE YEARS ENDED JUNE 30, 2016 AND 2015

					Common		Common
	Common		Common		Shares not		Shares not		Additional								Total
	Shares		shares		yet issued		yet isued		Paid-in		Prepaid			Retained			Shareholders'
	(000s)		($.001 Par)		(000s)		($0.001 Par)		Capital		Rent			Earnings			Equity


Balances June 30, 2014		15,222		15,222		8		8		1,899,773					(575862.00	)		1,339,133

Common Stock issued and adjustment of common shares not issued						45		45		17,956								18,000
Net loss for the year															(718	)		(718	)
Balances June 30, 2015		15,222		15,222		53		53		1,917,729					(576,681	)		1,356,322

Common stock issued for rent		2,400	$	2,400				0		1,557,600		(1,560,000	)					0
Common stock issued		153	$	153		-53				24,900								25,000
Amortization of prepaid rent												312,000
Net loss for year															(659,896	)		(659,896	)
Balances June 30, 2016		17,775	$	17,775		0		0		3,500,227		(1,248,000	)		(1,236,577	)		1,033,426

See the accompaning notes to the financial statements

METWOOD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED JUNE 30, 2016 AND 2015

	2016			2015
Net loss	$	(659,896	)	$	(718	)
Adjustments to reconcile net loss to net cash provided by (used in)
Depreciation		81,338			62,747
Gain on insurance settlement		(28,682	)		0
Allowance for inventory obsolesence		33,702			0
Amortization of prepaid rent		312,000			0
Provision for deferred income taxes					930
(Increase) decrease in operating assets
Accounts receivable		(90,704	)		19,964
Inventories		(27,823	)		86,692
Other current assets		23,889			8,008
Deferrd tax asset		245,233			0
Increase (Decrease in liabilities
Accounts payable		59,106			(74,923	)
Accrued payroll		12,501			0
Net cash provided (used) for operations		(39,336	)		102,700

Investment activities
Property, plant, equipment purchases		(10,351	)		(27,440	)
Proceeds from disposal of property, plant & equipment		28,682			4,250
Net cash provided (used) for investment activities		18,331			(23,190	)

Financing activities
Proceeds from sale of common stock		25,000			0
Related party advances		0			(29,031	)
Total cash provided financing activities		25,000			(29,031	)
Increase (decrease) in cash		3,995			50,479
Beginning cash		87,315			36,836
Ending Cash	$	91,309		$	87,315
Supplemental Disclosure of cash flow information
Interest paid	$	0		$	0
Income taxes paid	$	0		$	0
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Common stock issued for fixed assets	$	1,560,000		$	18,000
Capitalization of fixed assets from inventory	$	243,419		$	0

Notes payable related party advances through Accounts payable	$	32,000		$	0

Notes payable related party payments through accounts receivable	$	(16,792	)	$	0

See the accompaning notes to the financial statements

METWOOD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016 AND 2015

NOTE 1 - ORGANIZATION AND OPERATIONS

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 tax-free exchange 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.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Going Concern

Our consolidated 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, 2016, The Company incurred a loss from operations of $446,210 and has an accumulated deficit of $1,236,577. Management will continue its ongoing efforts to increase the customer base and seek lower cost suppliers to generate future profits.

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.

Basis of Presentation - The 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.

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.

Fair Value of Financial Instruments - For certain of The Company 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.

Cash and Cash Equivalents - For purposes of 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.

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Accounts Receivable - The Company grants credit in the form of unsecured accounts receivable to it’s customers based on an evaluation of their financial condition. We perform ongoing credit evaluations of it’s 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, 2016 and 2015, the allowance for doubtful accounts was $8,362 and $6,539 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, 2016 and 2015, the bad debt expense was $1,202 and $0 respectively.

Inventory - Raw material inventory, consisting primarily 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 and was valued at $366,662. The total work in process inventory on the balance sheet date totaled $112,541. Inventory reserve totaled $76,607 and $42,905 at June 30,2016 and 2015, respectively.

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.

	Useful Life	2016				2015

Leasehold improvements	39	$	274,869		$	274,869
Furniture, fixtures and equipment	5		78,222			78,222
Computers and software	3		174,541			180,923
Machinery and equipment	10		720,585			477,166
Vehicles	5		412,917			412,917
Land improvements	39		67,958			67,959
Total property and equipment			1,729,092			1,492,056
Less accumulated depreciation			(1,199,154	)		(1,134,549	)
Total property and equipment		$	529,938		$	357,507

Impairment of Long-lived Assets - The Company evaluates it’s long-lived assets for indications of 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 future net undiscounted cash flows which the assets are expected to generate. Should an impairment exist, the impairment would be measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the asset. There have been no such impairments of long-lived assets through June 30, 2016 and 2015.

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Patents - The Company has been assigned several key product patents developed by certain Company officers. No value has been recorded in our financial statements because the fair value of the patents was not determinable within reasonable limits at the date of assignment.

Revenue Recognition - Revenue is recognized when goods are shipped and earned or when services are performed, provided collection of the resulting receivable is probable. If any material contingencies are present, revenue recognition is delayed until all material contingencies are eliminated. Further, no revenue is recognized unless collection of the applicable consideration is probable.

Income 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, it 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.

Research and Development - The Company performs research and development on our metal/wood products, new product lines, and new patents. Costs, if any, are expensed as they are incurred. For the year ended June 30, 2016, expenses were $5,700 and for the year ended June 30, 2015, expenses were $7,491.

Advertising - 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.

Earnings 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.

During the future fiscal years the company will be required to issued up to fifty million shares of common stock to satisfy a convertible note entered into in July 2016. This note expires on June 30, 2020 and 10,000,000 shares of common stock can be issued in any year.

Recent Accounting Pronouncements - In February, 2016 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.

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NOTE 3 - RELATED-PARTY TRANSACTIONS

The Company has executed a demand note with it’s 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. 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, 2016 and 2015, advances payable to Cahas Mountain Properties of approximately $81,000 and 66,000, respectively. Accrued interest payable to Cahas Mountain Properties total approximately $19,000 and $15,000 for the years ended June 30,2016 and 2015, respectively. The Company recognized interest expense of approximately $4,000 and $6,000 for the years ended June 30, 2016 and 2015, respectively. Sales to Cahas Mountain, LLC was approximately $19,000 and $29,000. As of June 30, 2016 and 2015, the related accounts receivable totaled approximately $2,000 and $-0-, respectively.

At June 30, 2015, The Company owed Cahas Mountain, LLC. $32,000.00 on an open account payable for a consulting fee.

NOTE 4 - COMMITMENT AND CONTINGENCIES

In prior years, The Company implemented a stock-based incentive compensation plan for it’s employees. Participating employees have an after-tax deduction withheld by the Company throughout the calendar year. As of December 31 of each year, the employee is considered vested in the plan, and The Company will match the participating employee’s withheld amounts. The Company may also make a discretionary contributions based upon pay incentives or attendance. Periodically, The Company will purchase restricted stock on behalf of the employee in the amount of their withholding , our match, and any discretionary contributions. This plan was discontinued in fiscal year 2015 and there are no liabilities for past contributions either in cash or unissued common stock.

During the year ended June 30, 2005, The Company into as sales and leaseback transaction with a related party. The Company sold various buildings at the corporate headquarters which house it’s manufacturing plants, executive offices and other buildings for $600,000 in cash. The Company simultaneously entered into a commercial lease agreement with the related party whereby the Company is committed to lease back these same properties for $6,800 per month over a ten-year term expiring December 31, 2014. On July 1, 2015 a new lease was entered into with 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.

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Future annual commitments under the current operating lease are:

	Payments		Amortization of Contra equity
	in cash		account
Fiscal year end June 30, 2017	$	66,000	$	312,000
Fiscal year end June 30, 2018		66,000		312,000
Fiscal year end June 30, 2019		66,000		312,000
Fiscal year end June 30, 2020		66,000		312,000
Total commitments	$	264,000	$	1,248,000

At June 30, 2016 and 2015, the Company had the following customer concentrations:

	Sales						Accounts Receivable
	2016			2015			2016			2015
Customer A		13	%		12	%		15	%	*
Customer B		11	%	*				23	%	*
Customer C	*			*			*				13	%
Customer D	*			*				*			15	%
Customer E	*			*				20	%	*

*Amounts to less than 10%

NOTE 5 - EQUITY

During the year ended June 30, 2016 The Company did not issue any preferred shares. The Company did issue 2,400,000 shares of common stock in connection with the prepaid rent as discussed in Note 10 and 45,000 for a vehicle. There are 100,000,000 shares of common stock authorized and at the year end there are 17,776,647 shares issued and outstanding. The authorized preferred stock is 40,000,000 shares and there are -0- shares of preferred stock issued and outstanding.

If the convertible note that is covered in the subsequent events (Note 9) Is converted into common stock of The Company, an additional 50,000,000 shares of common stock could be issued, resulting in dilution of the current shareholders. When the contract of October 11, 2018 is completed (see Note 9) there will be an additional 30,000,000 shares issued to the principals of Emerge Nutraceuticals, Inc.

NOTE 6 - INCOME TAXES

The Company 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 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.

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The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 39% is as follows:

				Tax						Tax
	2016			Rate			2015			Rate
Expected income tax benefit at statutory rate of 39%	$	162,000			39	%		0			0	%
Permanent differences		(126,000	)	(30		)%		(3,000	)	(1.408		)%
Change in valuation allowance		281,000			(9	)%		4,000			1,878	%
Income tax expense (benefit)	$	245,000		59		%	$	1,000			469	%

Deferred tax assets 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:

	2016			2015
Deferred tax assets:
Tax benefit of net operating loss carry-forward	$	451,000		$	435,000
Book and tax difference		75,000			55,000
Less: valuation allowance		(526,000	)		(245,000	)
Net deferred tax asset	$	0		$	(245,000	)

The Company had a federal net operating tax loss carry-forward of approximately $1,141,000 as of June 30, 2016. The loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2020.

At June 30, 2016 the deferred tax valuation allowance increased by $281,000. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The deferred tax assets represent the amounts expected to be realized before expiration. The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As of June 30, 2016 and 2015, the Company established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

For the years ended June 30, 2016 and 2015, no amounts have been recognized for uncertain tax positions and no amounts have been recognized related to interest or penalties related to uncertain tax positions. The Company has determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company is currently subject to a three-year statute of limitations by major tax jurisdictions.

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NOTE 7 - LEGAL PROCEEDINGS

On June 27, 2016 a lawsuit was filed alleging breach of contract. The contract in question would have changed the control of the public company to a third party. Management has determined that judgment will be in the favor of the company, consequently no amounts have been accrued related to this matter.

See note 9.

NOTE 8 - STOCKHOLDER’S EQUITY

On July 1, 2015, the Company entered into a ten-year commercial operation lease with a company related through common ownership. The related party is Cahas Mountain Properties in which Robert Callahan, our Chief Executive Officer, is a Managing Member. The lease covers various buildings and property which house our manufacturing plant, executive offices and other buildings with a current monthly rental of $5,500.00. As part of the lease agreement The Company issued 2,400,000 of its shares with a fair value of $1,560,000 at the date of the agreement. This amount is recorded on our books as a contra equity account, and is amortized over the five year term of the lease. See note 4 for commitments and contingencies.

NOTE 9 - SUBSEQUENT EVENTS

In October 2017 the legal matter referred to in Note 8 was decided by a court and confirmed on appeal that the company was not in breach of contract.

On August 18, 2016, the company executed a convertible note payable with Cahas Mountain, LLC. The note is for the amount of $50,000 and is payable on June 30, 2019. Interest is accrued at the rate of 8% and is payable on the expiration of the note. If the note is converted into common stock the interest is forgiven. The conversion factor of the note is at par value of $.001 and is convertible into a maximum of 50,0000,000 of common stock of the company, with 10,000,000 shares being convertible within any one year.

On October 11, 2018, The Company entered into a contract with Emerge Nutraceuticals, a Florida corporation. When completed this contract will transfer all of Metwood’s assets and liabilities to it’s current controlling shareholder and Emerge Nutraceuticals, Inc. will become the reporting entity.

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

The Company changed accountants from L&L Accountants to Turner Stone & Company. There were no 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, 2016 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.

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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, 2016 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.

Term of Office

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

Family Relationships

Robert Callahan is the father of Shawn Callahan.

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Involvement in Certain Legal Proceedings

Except 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:

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

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

(3) was the subject of any 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;

(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, or to be associated with persons engaged in any such activity; or

(5) was found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, nor has a judgment been reversed, suspended, or vacated.

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.

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, 2016, 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.

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Item 11. Executive Compensation

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

Summary Compensation Table

	Fiscal Year	Annual Salary		Bonuses		Other Compensation		Restricted Stock Awards		LTIP Options		Restricted Stock Bonuses
					(1)		(2)		(3)		(4)		(4)
Robert M. Callahan	2016	$	55,192	$	0,000		-0-	$	-0-		-0-		-0-
	2015	$	80,000	$	7,100		-0-		-0-		-0-		-0-
	2014	$	71,667	$	7,800		-0-		-0-		-0-		-0-

Shawn A. Callahan	2016	$	74,538	$	0,000		-0-	$	-0-		-0-		-0-
	2015	$	62,102	$	7,580		-0-		-0-		-0-		-0-
	2014	$	63,006	$	8,938		-0-		-0-		-0-		-0-

(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.

No member of 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 of Directors

There are 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.

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.

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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.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners

The following table sets forth the shares held by those persons who owned more than five percent of Metwood's common stock as of July 24, 2013, based upon 15,221,647 shares outstanding:

Greater Than 5% Owners

Title of Class	Name and Address of Beneficial Owner	No. of Shares			Percent of Class
Common	Robert Callahan 819 Naff Boones Mill, Va.		9,501,632	(1)	62.4		%

Common	Ronald Shiflett 638 Patti Road Rocky Mount, VA 24151		1,000,000			6.6	%

(1)

Includes direct and indirect interests. There are 9,128,600 common shares included in this amount that are owned in the names of family members of Mr. Callahan.

Security Ownership of Management

The following table sets forth the shares held by Metwood directors and officers as of January 21, 2018

Management Ownership

Title of Class

Name and Address

of Beneficial Owner

No. of

Shares

Percent

of Class

Common

Robert Callahan

819 Naff Road

Boones Mill, VA 24065

9,501,632

(1)

62.4

	(1)	Includes direct and indirect interests. There are 9,128,600 common shares included in this amount that are owned in the names of family members of Mr. Callahan.

	Ownership of shares by directors and officers of Metwood as a group: 62.4%

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Changes in Control

The company entered into a contract on October 11, 2018 that will change control when completed. The new entity will be Emerge Nutraceuticals, Inc. a Florida corporation. This contract should be completed in the first quarter of 2019.

Item 13. Certain Relationships and Related Transactions, and Director Independence

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

During 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, 2016 and 2015 was $380,491 and $75,000, The large increase in rent was due to the prepaid rent as discussed previously.

On July 1, 2015, The Company entered into a renewed lease agreement with Cahas Mountain LLC, our controlling shareholder. This lease is for five years and involved the cash payment of $5,500.00 per month rent and annual prepaid rent amortization of $312,000.00

Item 14. Principal Accounting Fees and Services

The following table sets forth the aggregate fees billed or to be billed by , Turner Stone & co. and L&L Accountants CPAs for audit services rendered in connection with the consolidated financial statements and reports for the years ended June 30, 2016 and 2015:

	2016		2015

Audit fees	$	25,000	$	35,233
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-

Total	$	25,000	$	35,233

Audit fees: 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.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

NUMBER		DESCRIPTION

3(i)*		Articles of Incorporation

3(ii)*		By-laws

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 Securities 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)

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

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: February 12, 2019		/s/ Robert M. Callahan
		Robert M. Callahan
		President, CEO and Director

Date: February 12, 2019		/s/ Shawn A. Callahan
		Shawn A. Callahan
		Secretary/Treasurer/CFO and Director

	·	TUFF 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, NUJOIST 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