Emerge Health International (MTWD) 10-Q 15 Oct 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2018	Sep. 27, 2019
Document And Entity Information
Entity Registrant Name	METWOOD INC
Entity Central Index Key	0000032567
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Sep. 30, 2018
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		23,366,647

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Current Assets
Cash and cash equivalents	$ 30,124	$ 61,872
Accounts receivable	219,066	225,414
Inventory	455,189	439,649
Other current assets	14,200	18,436
Total current assets	718,579	745,371
Property and Equipment
Leasehold Improvements	274,869	274,869
Furniture, fixtures and equipment	78,222	78,222
Computer and software	207,508	193,204
Machinery & Equipment	730,398	744,672
Vehicles	415,528	415,528
Land improvements	67,929	67,959
Total Property and Equipment	1,774,454	1,774,454
Less accumulated depreciation	1,363,979	1,353,003
Net Property and Equipment	410,475	421,451
Total assets	1,129,054	1,166,822
Current liabilities
Accounts payable and accrued liabilities	172,452	247,150
Accrued payroll expense	20,537	19,177
Note payable to related party	84,609	77,460
Total current liabilities	277,598	343,787
Long term liabilities
Convertible note payable-related company net of debt discount of $13,235 and $17,647, respectively	36,765	32,353
Total long term liabilities	36,765	32,353
Total liabilities	314,363	376,140
Commitments and Contengencies Note 4
Shareholders' equity
Preferred stock ($.001 par) 40,000,000 shares authorized none outstanding	0	0
Common stock ($.001) 100,000,000 shares authorized 17,776,747 and 17,667,747 outstanding	17,767	17,767
Paid in capital	3,550,236	3,550,236
Accumulated deficit	(2,207,312)	(2,153,321)
Contra equity-prepaid rent	(546,000)	(624,000)
Total shareholders' equity	814,691	790,682
Total liabilities and shareholders' equity	$ 1,129,054	$ 1,166,822

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Stockholder's equity
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	40,000,000	40,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	17,776,747	17,667,747
Current liabilities
Convertible note payable-related party, discountable amount	$ 13,235	$ 17,647

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Gross sales	$ 591,737	$ 530,043
Cost of sales	(372,580)	389,255
Gross profit	219,157	140,788
Operating expenses
Payroll expense	114,766	115,366
Other	153,362	162,479
Total operating expense	268,128	277,845
Operating income (loss)	(48,971)	(137,057)
Other income (expense)	1,392	1,086
Interest expense	(6,412)	(4,412)
Total other income (expense)	(5,020)	(3,326)
Net operating loss	(53,991)	(140,383)
Provision for income taxes
Net loss	$ (53,991)	$ (140,383)
Basic earnings (loss) per share	$ 0	$ (0.01)
Weighted number of shares outstanding	17,766,647	17,766,647

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Net loss	$ (53,991)	$ (140,383)
Adjustments to reconcile net loss to net cash provided by (used in) operations
Depreciation	10,976	19,825
Amortization of note discount	4,412	4,412
Amortization of prepaid rent	78,000	78,000
(Increase) decrease in operating assets
Accounts receivable	6,348	12,707
Inventory	(15,540)	110,058
Other current assets	4,236	2,216
Increase (decrease) in liabilities
Accounts payable and accrued liabilities	(74,698)	(53,205)
Accrued payroll	1,360	(18,458)
Net cash provided (used) in operating activities	(38,897)	15,172
Investment activities
Property and equipment purchases	0	(2,903)
Net cash provided (used) in investing activities	0	(2,903)
Financing Activities
Advances from related party	7,149	0
Net cash provided by (used) in financing activities	7,149	0
Increase in cash	31,748	12,269
Beginning cash	61,872	67,854
Ending cash	30,124	80,123
Supplemental Disclosure of Cash Flow Information
Interest paid	0	0
Income taxes paid	0	0
Supplemental Disclosure of Non-cash flow information
Debt discount on convertible note Supplemental Disclosure of Non-Cash investing and financing activities	$ 0	$ 0

CONDENSED CONSOLIDATED STATMENT

CONDENSED CONSOLIDATED STATMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Prepaid Rent [Member]	Retained Earnings [Member]
Balance, shares at Jun. 30, 2017		17,767,000
Balance, amount at Jun. 30, 2017	$ 960,814	$ 17,767	$ 3,550,236	$ (936,000)	$ (1,671,189)
Net Income (Loss)	(140,383)				$ (140,383)
Amortization of prepaid rent	$ 78,000			$ 78,000
Balance, shares at Sep. 30, 2017		17,767,000
Balance, amount at Sep. 30, 2017	$ 898,431	$ 17,767	$ 3,550,236	$ (858,000)	$ (1,811,572)
Balance, shares at Jun. 30, 2018		17,767,000
Balance, amount at Jun. 30, 2018	$ 790,682	$ 17,767	$ 3,550,236	$ (624,000)	$ (2,153,321)
Net Income (Loss)	(53,991)				$ (53,991)
Amortization of prepaid rent	$ 78,000			$ 78,000
Balance, shares at Sep. 30, 2018		17,767,000
Balance, amount at Sep. 30, 2018	$ 814,691	$ 17,767	$ 3,550,236	$ (546,000)	$ (2,207,312)

ORGANIZATION AND OPERATIONS

ORGANIZATION AND OPERATIONS	3 Months Ended
	Sep. 30, 2018
ORGANIZATION AND OPERATIONS
NOTE 1 - ORGANIZATION AND OPERATIONS	Metwood, Inc. (The Company,our,we) was incorporated under the laws of the State of Wyoming on June 19, 1969. 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 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. 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. The Company provides construction-related products and engineering services to residential customers and contractors, commercial contractors, developers and retail enterprises, primarily in southwesternVirginia.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES	3 Months Ended
	Sep. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
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 since inception which raises substantial doubt about the Company’s ability to continue as a going concern. During the three months ended September 30, 2018, the Company incurred a loss from operations of $53,991 and has an accumulated deficit of $2,207,312. 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 For further information, refer to the consolidated financial statements and footnotes thereto included in Metwood, Inc. s annual report on Form 10-K for the year ended June 30, 2018. Fair Value of Financial Instruments Management’s Use of Estimates Cash and Cash Equivalents Accounts Receivable Inventory Property and Equipment Impairment of Long-lived Assets Patents Revenue Recognition The Company’s revenue stream is generated from sales of commercial building related products. Sales are initiated as directed from customers’ orders. Revenue is recognized generally upon shipment or delivery to our customers, depending upon the terms of the sales order. Control is considered transferred when title and risk of loss pass, when the customer is obligated to pay and, where required, when the customer has accepted the products. We recognize shipping fees, if any, received from our customers in revenue. We expense shipping and handling costs as incurred which are included in cost of goods sold on the statements of operation. Income Taxes Research and Development Earnings Per Common Share If the convertible note is converted in its entirety the Company will issued 50,000,000 shares of common stock, the maximum conversion for any one year is 10,000,000. If the contract for change of control is consummated, then an additional 15,000,000 shares of common stock will be issued. Recent Accounting Pronouncements Accounting Standard Update No. 2014-09, (“ASU 2014-09’) Revenue from Customers (Topic 606), became effective for us in the period ending June 30, 2019. No significant adjustment was required as a result of adopting the new revenue standard. The comparative information has not been restated and continues to be reported under the historic accounting standards in effect for those periods. The impact of the adoption of the new revenue standard is expected to be immaterial to the Company’s net income on an ongoing basis.

CONCENTRATIONS OF CUSTOMER RISK

CONCENTRATIONS OF CUSTOMER RISK	3 Months Ended
	Sep. 30, 2018
CONCENTRATIONS OF CUSTOMER RISK
NOTE 3 - CONCENTRATIONS OF CUSTOMER RISK	For the three months ended September 30, 2018 and 2017, a table is presented to show customer concentration of over 10% for sales and accounts receivable. % of Sales % of Open Accounts Receivable 2018 2017 9/30/18 9/30/17 Ace Hardware * * 10.1 * Builders First * 21.9 * 15.2 David James Homes * * 11.7 12.5 Mark Hannabury 14.5 * 16.8 * RS Monger 14.1 * * * ______ *Total less than 10%

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Sep. 30, 2018
COMMITMENTS AND CONTINGENCIES
NOTE 4 - COMMITMENTS AND CONTINGENCIES	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 has 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. The Company incurred rent expense of $100,500 for the ,three months ended September 30, 2018, $78,000 of this figure was amortization of prepaid rent.

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	3 Months Ended
	Sep. 30, 2018
RELATED-PARTY TRANSACTIONS
NOTE 5 - 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 ae 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 September 30, 2018 and 2017, advances under this note are payable to Cahas Mountain Properties of approximately $85,000 and $77,000, respectively. Accrued interest payable to Cahas Mountain Properties totaled approximately $30,000 and $28,000 at September 30, 2018 and June 30, 2018, respectively. The Company recognized interest expense of approximately $2,000 and $2,000 for the three months ended September 30, 2018 and 2017, respectively. The unpaid advances are due on demand. 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 year, this note maturity date was extended to June 30, 2020. The note is convertible into common shares of Metwood, Inc. at par value of $.001 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 $4,412 and $4,412 was amortized during the three months ended September 30, 2018 and 2017, respectively. The unamortized debt discount was $13,265 at September 30, 2018, and $17,647 and June 30, 2018, respectively. On July 1, 2015 the Company entered into a lease with the related party. This lease has a term of five years and the monthly rental is $5,000 in cash in addition the Company issued common stock as part of the transaction. The Company incurred rent expense of $100,500 for the three months ended September 30, 2018, $78,000 of this figure was amortization of prepaid rent.

EQUITY

EQUITY	3 Months Ended
	Sep. 30, 2018
EQUITY
NOTE 6 - EQUITY	During the three months ended September 30, 2018 The Company did not issue any preferred shares or common shares of stock. There are 100,000,000 shares of common stock authorized and at the quarter end there are 17,766,647 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 related party note (Note 5) and 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 8) there will be an additional 15,000,000 shares issued to the principals of Emerge Nutraceuticals, Inc.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	3 Months Ended
	Sep. 30, 2018
LEGAL PROCEEDINGS
NOTE 7 - LEGAL PROCEEDINGS	At September 30, 2018 there were no legal proceedings pending against the Company that will have material effect on the financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Sep. 30, 2018
SUBSEQUENT EVENTS
NOTE 8 - SUBSEQUENT EVENTS	On October 11, 2019, the company obtained a vehicle loan from First Citizens Bank in the amount of $47,191. The note will be liquidated in 60 monthly payments, with an interest rate of 5.05%. The monthly payments on the note are $893.37. On June 20, 2019, an 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. Acquisition of Emerge Nutraceuticals, Inc. 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. Sale of Wholly Owned Subsidiary On June 29, 2019, the Company, entered into a stock purchase agreement with Cahas Mountain Properties, LLC, a Virginia limited liability company, (“Cahas”) a majority shareholder of the Company. Pursuant to the agreement, Cahas agreed to purchase from the Company the wholly owned subsidiary, Metwood of Virginia, Inc., a Virginia corporation, for nine million four hundred thousand (9,400,000) common shares of the Company’s common stock which it held at a value of seven hundred fifty-two thousand ($752,000) dollars. As part of this agreement, 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. After the sale of the subsidiary the proforma Balance Sheet at September 30, 2018 and June 30, 2018 and Statement of Operations for the three months ended September 30, 2018 and 2017, respectively, are shown below: Pro Forma adjustments on the balance sheet: a) Represents Metwood of Virginia, Inc.’s historical balance sheet as of September 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. Metwood, Inc. Proforma Unaudited Balance Sheet September 30, 2018 Less Proforma 2018 Metwood VA 2018 Current Assets Cash and cash equivalents $ 30,124 $ (30,124 ) $ - Accounts receivable, net of reserve 219,066 (219,066 ) - Inventory 455,189 (455,189 ) - Other current assets 14,200 (14,200 ) - Total current assets 718,579 (718,579 ) - Property and Equipment Leasehold Improvements 274,869 (274,869 ) - Furniture, fixtures and equipment 78,222 (78,222 ) - Computer and software 207,508 (207,508 ) - Machinery & Equipment 730,398 (730,398 ) - Vehicles 415,528 (415,528 ) - Land improvements 67,929 (67,929 ) - Total property and equipment 1,774,454 (1,774,454 ) - Less accumulated depreciation (1,363,979 ) 1,363,979 - Net property and equipment 410,475 (410,475 ) - $ 1,129,054 $ (1,129,054 ) $ - Current liabilities Accounts payable and accrued expenses $ 172,452 $ (164,452 ) $ 8,000 Accrued payroll expense 20,537 (20,537 ) - Demand note payable-related party 84,609 (84,609 ) - Total current liabilities 277,598 (269,598 ) 8,000 Long term liabilities Convertible note payable-related party note discount of $17,647 and $38,294, respectively 36,765 36,765 Total long term liabilities 36,765 Total liabilities 314,363 (306,363 ) 44,765 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 (2,207,312 ) (1,396,056 ) (3,603,368 ) Contra equity-prepaid rent (546,000 ) 546,000 - - Total stockholders' equity 814,691 (859,456 ) (44,765 ) Total liabilities and stockholders' equity $ 1,092,289 $ (1,129,054 ) $ - Metwood Inc. Proforma Unaudited Statement of Operations September 30, 2018 Less Proforma 2018 Metwood VA 2018 Gross sales $ 591,737 $ (591,737 ) $ - Cost of sales (372,580 ) 372,580 - Gross profit 219,157 (219,157 ) - Operating expenses 268,128 (268,128 ) Operating income (Loss) (48,971 ) 48,971 Other Income (expense) Interest (6,412 ) 2,000 (4,412 ) Gain on sale of asset - - - Other Income (expense) 1,392 (1,392 ) - Total Other Income (expense) (5,020 ) 608 (4,412 ) Net income (loss) (53,991 ) 49,579 (4,412 ) Income taxes - - - Net (loss) $ (53,991 ) $ 49,579 $ (4,412 ) Basic loss per share $ (0.00 ) $ (0.01 ) $ (0.00 ) Weighted number of shares outstanding 17,776,647 9,400,000 8,376,647 METWOOD, INC. PROFORMA UNDAUDITED STATEMENT OF OPERATIONS September 30, 2017 Less Proforma 2018 Metwood VA 2018 Gross sales $ 530,043 $ (530,043 ) $ - Cost of sales 389,255 (389,255 ) - Gross profit 140,788 (140,788 ) - Operating expenses 277,845 (277,845 ) Operating income (Loss) (137,057 ) 137,057 Other Income (expense) Interest (4,412 ) (4,412 ) Gain on sale of asset - - - Other Income (expense) 1,086 (1,086 ) - Total other income (exense) (3,326 ) 1,086 (4,412 ) Net loss (140,383 ) 135,971 (4,412 ) Net loss $ (140,383 ) $ 135,971 $ (4,412 ) $ (0.01 ) $ (0.01 ) $ (0.00 ) 17,776,647 9,400,000 8,376,647 Pro Forma adjustments on the balance sheet: 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. Metwood, Inc. Proforma Unaudited Balance Sheet June 30, 2018 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 ) - Total current liabilities 343,787 (343,787 ) - Long term liabilities Convertible note payable-related party note discount of $17,647 and $38,294, respectively 32,353 32,353 Total long term liabilities 32,353 32,353 Total liabiilites 376,140 (343,787 ) 32,253 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 ) $ - 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 ) Basic loss per share $ (0.03 ) $ 0.03 $ (0.00 ) Weighted number of shares outstanding 17,766,647 17,766,647 17,766,647

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies)	3 Months Ended
	Sep. 30, 2018
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 since inception which raises substantial doubt about the Company’s ability to continue as a going concern. During the three months ended September 30, 2018, the Company incurred a loss from operations of $53,991 and has an accumulated deficit of $2,207,312. 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals unless otherwise noted) considered necessary for a fair presentation have been included. Operating results for the three month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended June 30, 2019. The consolidated balance sheet at June 30, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Metwood, Inc. s annual report on Form 10-K for the year ended June 30, 2018.
Fair Value of Financial Instruments	For 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.
Management's Use of Estimates	The preparation of 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, disclosures of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	For purposes of the CondensedConsolidated Statements of cash Flows, we consider liquid investments with an original maturity of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts, which, at times, may exceed the federally insured limit of $250,000. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents.
Accounts Receivable	We grant credit in the form of unsecured accounts receivable to our customers based on an evaluation of their financial condition. We perform ongoing credit evaluations of our 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 September 30, 2018, the allowance for doubtful accounts was $ 8,362. Specific customer receivables are considered past due when they are outstanding beyond their contractual terms and are charged off to bad debt expense when they are determined to be uncollectible. For the three months ended September 30, 2018 and 2017, the net amount of bad debts charged off was $-0-.
Inventory	Inventory, consisting 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 at September 30, 2018. The inventory at September 30, 2018 consisted of $347,771 in raw materials and $107,418 work in process.
Property and Equipment	Property and equipment are recorded at cost and include expenditures for improvements when they substantially increase the productive lives of existing assets. Maintenance and repair costs are expensed to operations as incurred. Depreciation is computed using the straight-line method over the assets’ estimated useful lives, which range from three to forty years. When a fixed asset is disposed of, its cost and related accumulated depreciation are removed from the accounts. The difference between undepreciated cost and the proceeds is recorded as a gain or loss.
Impairment of Long-lived Assets	We evaluate our 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 September 30, 2018.
Patents	We have 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	In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a Company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. We have adopted this update. The guidance’s adoption had no impact on our source of revenue from the sale of building materials or have a material impact on our financial statements. The Company’s revenue stream is generated from sales of commercial building related products. Sales are initiated as directed from customers’ orders. Revenue is recognized generally upon shipment or delivery to our customers, depending upon the terms of the sales order. Control is considered transferred when title and risk of loss pass, when the customer is obligated to pay and, where required, when the customer has accepted the products. We recognize shipping fees, if any, received from our customers in revenue. We expense shipping and handling costs as incurred which are included in cost of goods sold on the statements of operation.
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	We perform research and development on our metal/wood products, new product lines, and new patents. Costs, if any, are expensed as they are incurred. Research and development costs for the three months ended September 30, 2018 and 2017 were $(365) and $740, respectively.
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 quarters presented. There were no adjustments required to net loss for the years presented in the computation of diluted earnings per share. If the convertible note is converted in its entirety the Company will issued 50,000,000 shares of common stock, the maximum conversion for any one year is 10,000,000. If the contract for change of control is consummated, then an additional 15,000,000 shares of common stock will be issued.
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. Accounting Standard Update No. 2014-09, (“ASU 2014-09’) Revenue from Customers (Topic 606), became effective for us in the period ending June 30, 2019. No significant adjustment was required as a result of adopting the new revenue standard. The comparative information has not been restated and continues to be reported under the historic accounting standards in effect for those periods. The impact of the adoption of the new revenue standard is expected to be immaterial to the Company’s net income on an ongoing basis.

CONCENTRATIONS OF CUSTOMER RI_2

CONCENTRATIONS OF CUSTOMER RISK (Tables)	3 Months Ended
	Sep. 30, 2018
CONCENTRATIONS OF CUSTOMER RISK
Schedule of customer concentration sales and accounts receivable	% of Sales % of Open Accounts Receivable 2018 2017 9/30/18 9/30/17 Ace Hardware * * 10.1 * Builders First * 21.9 * 15.2 David James Homes * * 11.7 12.5 Mark Hannabury 14.5 * 16.8 * RS Monger 14.1 * * *

SUBSEQUENT EVENTS (Tables)

SUBSEQUENT EVENTS (Tables)	3 Months Ended
	Sep. 30, 2018
SUBSEQUENT EVENTS
Schedule of pro forma adjustments	Less Proforma 2018 Metwood VA 2018 Current Assets Cash and cash equivalents $ 30,124 $ (30,124 ) $ - Accounts receivable, net of reserve 219,066 (219,066 ) - Inventory 455,189 (455,189 ) - Other current assets 14,200 (14,200 ) - Total current assets 718,579 (718,579 ) - Property and Equipment Leasehold Improvements 274,869 (274,869 ) - Furniture, fixtures and equipment 78,222 (78,222 ) - Computer and software 207,508 (207,508 ) - Machinery & Equipment 730,398 (730,398 ) - Vehicles 415,528 (415,528 ) - Land improvements 67,929 (67,929 ) - Total property and equipment 1,774,454 (1,774,454 ) - Less accumulated depreciation (1,363,979 ) 1,363,979 - Net property and equipment 410,475 (410,475 ) - $ 1,129,054 $ (1,129,054 ) $ - Current liabilities Accounts payable and accrued expenses $ 172,452 $ (164,452 ) $ 8,000 Accrued payroll expense 20,537 (20,537 ) - Demand note payable-related party 84,609 (84,609 ) - Total current liabilities 277,598 (269,598 ) 8,000 Long term liabilities Convertible note payable-related party note discount of $17,647 and $38,294, respectively 36,765 36,765 Total long term liabilities 36,765 Total liabilities 314,363 (306,363 ) 44,765 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 (2,207,312 ) (1,396,056 ) (3,603,368 ) Contra equity-prepaid rent (546,000 ) 546,000 - - Total stockholders' equity 814,691 (859,456 ) (44,765 ) Total liabilities and stockholders' equity $ 1,092,289 $ (1,129,054 ) $ - Metwood Inc. Proforma Unaudited Statement of Operations September 30, 2018 Less Proforma 2018 Metwood VA 2018 Gross sales $ 591,737 $ (591,737 ) $ - Cost of sales (372,580 ) 372,580 - Gross profit 219,157 (219,157 ) - Operating expenses 268,128 (268,128 ) Operating income (Loss) (48,971 ) 48,971 Other Income (expense) Interest (6,412 ) 2,000 (4,412 ) Gain on sale of asset - - - Other Income (expense) 1,392 (1,392 ) - Total Other Income (expense) (5,020 ) 608 (4,412 ) Net income (loss) (53,991 ) 49,579 (4,412 ) Income taxes - - - Net (loss) $ (53,991 ) $ 49,579 $ (4,412 ) Basic loss per share $ (0.00 ) $ (0.01 ) $ (0.00 ) Weighted number of shares outstanding 17,776,647 9,400,000 8,376,647 METWOOD, INC. PROFORMA UNDAUDITED STATEMENT OF OPERATIONS September 30, 2017 Less Proforma 2018 Metwood VA 2018 Gross sales $ 530,043 $ (530,043 ) $ - Cost of sales 389,255 (389,255 ) - Gross profit 140,788 (140,788 ) - Operating expenses 277,845 (277,845 ) Operating income (Loss) (137,057 ) 137,057 Other Income (expense) Interest (4,412 ) (4,412 ) Gain on sale of asset - - - Other Income (expense) 1,086 (1,086 ) - Total other income (exense) (3,326 ) 1,086 (4,412 ) Net loss (140,383 ) 135,971 (4,412 ) Net loss $ (140,383 ) $ 135,971 $ (4,412 ) $ (0.01 ) $ (0.01 ) $ (0.00 ) 17,776,647 9,400,000 8,376,647 Metwood, Inc. Proforma Unaudited Balance Sheet June 30, 2018 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 ) - Total current liabilities 343,787 (343,787 ) - Long term liabilities Convertible note payable-related party note discount of $17,647 and $38,294, respectively 32,353 32,353 Total long term liabilities 32,353 32,353 Total liabiilites 376,140 (343,787 ) 32,253 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 ) $ - 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 ) Basic loss per share $ (0.03 ) $ 0.03 $ (0.00 ) Weighted number of shares outstanding 17,766,647 17,766,647 17,766,647

ORGANIZATION AND OPERATIONS (De

ORGANIZATION AND OPERATIONS (Details Narrative) - $ / shares	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2018
ORGANIZATION AND OPERATIONS
State of incorporation	Wyoming
Date of incorporation	Jun. 19, 1969
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	100,000,000	100,000,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Net Income (Loss)	$ (53,991)	$ (140,383)
Accumulated deficit	(2,207,312)		$ (2,153,321)
FDIC insured amount	250,000
Allowance for doubtful accounts receivable, current	8,362
Bad debts charged off	0	0
Raw materials	347,771
Work in process inventory	107,418
Research and development expense	$ (365)	$ 740
Description for antidilutive effect of securities excluded from computation of EPS	If the convertible note is converted in its entirety the Company will issued 50,000,000 shares of common stock, the maximum conversion for any one year is 10,000,000. If the contract for change of control is consummated, then an additional 15,000,000 shares of common stock will be issued.
Maximum [Member]
Property, plant and equipment, useful life	40 years
Minimum [Member]
Property, plant and equipment, useful life	3 years

CONCENTRATIONS OF CUSTOMER RI_3

CONCENTRATIONS OF CUSTOMER RISK (Details)	3 Months Ended
	Sep. 30, 2018		Sep. 30, 2017
Sales [Member] | Ace Hardware [Member]
Concentration Risk, Percentage		[1]		[2]
Sales [Member] | Builders First [Member]
Concentration Risk, Percentage		[3]	21.90%
Sales [Member] | David James Homes [Member]
Concentration Risk, Percentage		[4]		[5]
Sales [Member] | Mark Hannabury [Member]
Concentration Risk, Percentage	14.50%
Sales [Member] | RS Monger [Member]
Concentration Risk, Percentage	14.10%			[6]
Accounts Receivable [Member] | Ace Hardware [Member]
Concentration Risk, Percentage	10.10%			[7]
Accounts Receivable [Member] | Builders First [Member]
Concentration Risk, Percentage		[8]	15.20%
Accounts Receivable [Member] | David James Homes [Member]
Concentration Risk, Percentage	11.70%		12.50%
Accounts Receivable [Member] | Mark Hannabury [Member]
Concentration Risk, Percentage	16.80%			[9]
Accounts Receivable [Member] | RS Monger [Member]
Concentration Risk, Percentage		[10]
[1]	Total less than 10%
[2]	Total less than 10%
[3]	Total less than 10%
[4]	Total less than 10%
[5]	Total less than 10%
[6]	Total less than 10%
[7]	Total less than 10%
[8]	Total less than 10%
[9]	Total less than 10%
[10]	Total less than 10%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2018	Jun. 30, 2005
Amortization of prepaid rent	$ (546,000)	$ (624,000)
Commercial Lease Agreement [Member]
Term of lease	5 years
Term of lease description	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.
Rent expense	$ 100,500
Operating leases, monthly rent expense	5,500
Amortization of prepaid rent	$ 78,000
Corporate Headquarters [Member]
Property, plant and equipment sold in exchange for cash			$ 600,000

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Aug. 18, 2016	Jul. 01, 2015	Sep. 30, 2018	Sep. 30, 2017	Oct. 11, 2019	Jun. 30, 2018	Jun. 30, 2017
Interest rate					5.05%
Advances payable, related parties					$ 47,191
Interest expense			(6,412)	$ (4,412)
Convertible note payable			36,765			$ 32,353
Amortization of debt discount			$ 4,412	$ 4,412
Cahas Mountain Properties [Member]
Interest rate			6.00%	6.00%
Advances payable, related parties			$ 85,000	$ 77,000
Accrued interest payable			30,000			28,000
Interest expense			2,000	2,000
Cahas Mountain, LLC. [Member] | Convertible Note Payable [Member]
Interest rate	8.00%
Convertible note payable	$ 50,000
Maturity date	Jun. 30, 2020
Description for terms of conversion feature	The note is convertible into common shares of Metwood, Inc. at par value of $.001 and if converted in it’s 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.
Amortization of debt discount			4,412	$ 4,412
Debt discount on convertible note	$ 50,000		50,000
Unamortized debt discount			$ 13,265			$ 17,647
Lease Term		5 years
Monthly Rent		$ 5,000
Rent Expense			$ 100,500
Prepaid Rent amortized			$ 78,000

EQUITY (Details Narrative)

EQUITY (Details Narrative) - shares		3 Months Ended
		Sep. 30, 2018	Oct. 11, 2018	Jun. 30, 2018
Common stock, authorized		100,000,000		100,000,000
Common stock, issued		17,766,647
Common stock, outstanding		17,776,747		17,667,747
Preferred stock, authorized		40,000,000		40,000,000
Preferred stock, issued		0
Preferred stock, outstanding		0		0
Common stock issuable upon conversion, Shares	[1]	50,000,000
Emerge Nutraceuticals, Inc. [Member] | Subsequent Event [Member]
Common stock shares reserved for future issuance			15,000,000
[1]	Total less than 10%

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
Current Assets
Cash and cash equivalents	$ 30,124	$ 61,872
Accounts receivable, net of reserve	219,066	225,414
Inventory	455,189	439,649
Other current assets	14,200	18,436
Total current assets	718,579	745,371
Property and Equipment
Leasehold Improvements	274,869	274,869
Furniture, fixtures and equipment	78,222	78,222
Computer and software	207,508	193,204
Machinery & Equipment	730,398	744,672
Vehicles	415,528	415,528
Land Improvements	67,929	67,959
Total Property and Equipment	1,774,454	1,774,454
Less accumulated depreciation	(1,363,979)	(1,353,003)
Net Property and equipment
Total assets	1,129,054	1,166,822
Current liabilities
Accounts payable and accrued expenses	172,452	247,150
Accrued payroll expense	20,537	19,177
Demand note payable-related party	84,609	77,460
Total current liabilities	277,598	343,787
Long term liabilities
Convertible note payable-related party note discount of $17,647 and $38,294, respectively	36,765	32,353
Total long term liabilities	36,765	32,353
Total liabilities	314,363	376,140
Shareholders' equity
Preferred stock (par $.001) 40,000,000	0	0
Common stock (par $.001)	17,767	17,767
Paid in capital	3,550,236	3,550,236
Accumulated deficit	(2,207,312)	(2,153,321)
Contra equity-prepaid rent	(546,000)	(624,000)
Treasury stock
Total shareholders' equity	814,691	790,682	$ 898,431	$ 960,814
Total liaibliities and stockholders' equity	1,092,289	1,166,822
Total liaibliities and stockholders' equity	1,129,054	1,166,822
Metwood VA [Member]
Current Assets
Cash and cash equivalents	(30,124)	(61,872)
Accounts receivable, net of reserve	(219,066)	(225,414)
Inventory	(455,189)	(439,649)
Other current assets	(14,200)	(18,436)
Total current assets	(718,579)	(745,371)
Property and Equipment
Leasehold Improvements	(274,869)	(274,869)
Furniture, fixtures and equipment	(78,222)	(78,222)
Computer and software	(207,508)	(193,204)
Machinery & Equipment	(730,398)	(744,672)
Vehicles	(415,528)	(415,528)
Land Improvements	(67,929)	(67,959)
Total Property and Equipment	(1,774,454)	(1,774,454)
Less accumulated depreciation	(1,363,979)	(1,353,003)
Net Property and equipment	(410,475)	(421,451)
Total assets	(1,129,054)	(1,166,822)
Current liabilities
Accounts payable and accrued expenses	(164,452)	(247,150)
Accrued payroll expense	(20,537)	(19,177)
Demand note payable-related party	(84,609)	(77,460)
Total current liabilities	343,787	(343,787)
Long term liabilities
Convertible note payable-related party note discount of $17,647 and $38,294, respectively
Total long term liabilities
Total liabilities	(376,140)	(343,787)
Shareholders' equity
Preferred stock (par $.001) 40,000,000
Common stock (par $.001)	(9,400)	(9,400)
Paid in capital
Accumulated deficit	(1,396,056)	(1,437,635)
Contra equity-prepaid rent	546,000	624,000
Total shareholders' equity	(859,456)	(823,035)
Total liaibliities and stockholders' equity	(1,129,054)	(1,166,822)
Proforma [Member]
Current Assets
Cash and cash equivalents
Accounts receivable, net of reserve
Inventory
Other current assets
Total current assets
Property and Equipment
Leasehold Improvements
Furniture, fixtures and equipment
Computer and software
Machinery & Equipment
Vehicles
Land Improvements
Total Property and Equipment
Less accumulated depreciation
Net Property and equipment
Total assets
Current liabilities
Accounts payable and accrued expenses	8,000
Accrued payroll expense
Demand note payable-related party
Total current liabilities	8,000
Long term liabilities
Convertible note payable-related party note discount of $17,647 and $38,294, respectively	36,765	32,353
Total long term liabilities		32,353
Total liabilities	44,765	32,353
Shareholders' equity
Preferred stock (par $.001) 40,000,000
Common stock (par $.001)	8,367	8,367
Paid in capital	3,550,236	3,550,236
Accumulated deficit	(3,603,368)	(3,590,956)
Contra equity-prepaid rent
Treasury stock
Total shareholders' equity	(44,765)	(32,353)
Total liaibliities and stockholders' equity

SUBSEQUENT EVENTS (Details 1)

SUBSEQUENT EVENTS (Details 1) - USD ($)	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Gross sales	$ 591,737	$ 530,043
Cost of sales	(372,580)	389,255
Gross profit	219,157	140,788
Operating expenses	268,128	277,845
Operating income (loss)	(48,971)	(137,057)
Other Income (expense)
Interest	(6,412)	(4,412)
Gain on sale of asset
Other Income (expense)	1,392	1,086
Total Other Income (expense)	(5,020)	(3,326)
Net income (loss)	(53,991)
Income taxes
Net Income (Loss)	(53,991)	(140,383)
Net loss		$ (140,383)
Basic loss per share	$ 0	$ (0.01)
Weighted number of shares outstanding	17,776,647	17,776,647
Other Income (expense)
Weighted number of shares outstanding	17,766,647	17,766,647
Metwood VA [Member]
Gross sales	$ (591,737)	$ (530,043)
Cost of sales	372,580	(389,255)
Gross profit	(219,157)	(140,788)
Operating income (loss)	48,971	137,057
Other Income (expense)
Interest	2,000
Gain on sale of asset
Other Income (expense)	(1,392)	(1,086)
Total Other Income (expense)	608	1,086
Net Income (Loss)	$ 49,579	$ 135,971
Basic loss per share	$ (0.01)	$ (0.01)
Operating expenses	$ (268,128)	$ (277,845)
Other Income (expense)
Net income (loss)	49,579
Income taxes
Weighted number of shares outstanding	9,400,000	9,400,000
Proforma [Member]
Gross sales
Cost of sales
Gross profit
Other Income (expense)
Interest	(4,412)	(4,412)
Gain on sale of asset
Other Income (expense)
Total Other Income (expense)	(4,412)	(4,412)
Net income (loss)	$ (4,412)	$ (4,412)
Basic loss per share	$ 0	$ 0
Other Income (expense)
Weighted number of shares outstanding	8,376,647	8,376,647

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended			4 Months Ended
	Oct. 11, 2019	Jun. 28, 2019	Jun. 20, 2019	Sep. 30, 2018	Jun. 29, 2019	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
Interest rate	5.05%
Loan amount	$ 47,191
Liquidation Period	60 months
Payments of notes	$ 89,337
Common stock, issued				17,766,647
Convertible note payable				$ 36,765		$ 32,353
Cahas Mountain Properties [Member]
Interest rate				6.00%			6.00%
Loan amount				$ 85,000			$ 77,000
Subsequent Event [Member] | Acquisition Agreement [Member] | Emerge Nutraceuticals, Inc. [Member]
Common stock, issued		500
Stock issued during period purchase of assets, Shares		15,000,000
Stock issued during period purchase of assets, amount		$ 1,250,000
Business combination consideration transferred shares		$ 300,000
Ownership percentage		100.00%
Subsequent Event [Member] | Cahas Mountain Properties [Member]
Convertible note payable			$ 50,000
Maturity date			Jun. 30, 2020
Subsequent Event [Member] | Cahas Mountain Properties [Member] | Stock Purchase Agreement [Member]
Common stock, issued					9,400,000
Convertible note payable					$ 50,000
Common stock shares held by subsidiary					$ 752,000
Subsequent Event [Member] | Cahas Mountain Properties [Member] | Proforma [Member]
Common stock shares received in exchange				9,400,000