Emerge Health International (MTWD) 10-K 30 Sep 21 2019 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Jun. 30, 2019	Sep. 23, 2021	Mar. 26, 2019
Cover [Abstract]
Entity Registrant Name	EMERGE HEALTH INTERNATIONAL INC
Entity Central Index Key	0000032567
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--06-30
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	Jun. 30, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Common Stock Shares Outstanding		23,366,647
Entity Public Float			$ 329,101
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	No

CONSOLIDATED BALANCE SHEET

CONSOLIDATED BALANCE SHEET - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Current Assets
Cash and cash equivalents	$ 17,291	$ 0
Current assets held for sale	0	745,371
Total current assets	17,291	745,371
Property and Equipment improvements
Machinery & Equipment	9,750	0
Non current assets held for sale	0	421,451
Total property and equipment	9,750	421,451
Total assets	27,041	1,166,822
Current liabilties
Accounts payable and accrued expenses	38,852	0
Accrued interest payable	12,000	0
Convertible note payable-related party Note Discount of $ 0 and $17,647 respectively	50,000	32,353
Advances from Shareholder	65,000
Note payable - Metwood (Virginia)	300,000	0
Current liabilities held for sale	0	343,787
Total liabilities	465,852	376,140
COMMITMENTS AND CONTINGENCIES - NOTE 4	0	0
Shareholders' Equity (deficit)
Preferred stock (par $.001) 40,000,000 shares authorized 0 outstanding	0	0
Commn stock (par $0.001) 100,000,000 authorized outstanding 23,367,647 and 17,767,647, respectively	23,367	17,767
Paid in capital	4,384,636	3,550,236
Accumulated deficit	(4,846,814)	(2,153,321)
Contra equity-prepaid rent	0	(624,000)
Total shareholders' equity (deficit)	(438,811)	790,682
Total liabilites and shareholders' equity	$ 27,041	$ 1,166,822

CONSOLIDATED BALANCE SHEET (Par

CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Long term liabilities
Convertible note - related party, discountable amount	$ 0	$ 17,647
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	23,367,647	17,766,647

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CONSOLIDATED STATEMENTS OF OPERATIONS
Gross sales	$ 0	$ 1,938,222
Cost of sales	0	1,304,551
Gross profit	0	633,671
Operating expenses	91,217	1,087,963
Research and development	2,235,593	6,375
Total operating expenses	2,326,810	1,094,338
Net loss from operations	(2,326,810)	(460,667)
Other Income (expense)
Interest	(27,706)	(25,635)
Total Other Income (expense)	(27,706)	4,170
Net income (loss) before taxes	(2,354,516)	(21,465)
Income taxes	0	0
Net Loss	(2,354,516)	(482,132)
Loss from discontinued operations	(1,462,790)	0
Net Loss	$ (3,817,306)	$ (482,132)
Loss from operations
Basic loss per share	$ (0.15)	$ 0.03
Weighted number of shares outstanding	17,797,685	17,766,647
Loss from discontinued operations
Basic loss per share	$ 0.02	$ 0
Weighted number of shares outstanding	17,797,685	17,766,647

CONSOLIDATED STATEMENT OF SHARE

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Deficit) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Prepaid Rent [Member]	Accumulated Deficit [Member]
Balance, shares at Jun. 30, 2017		17,767
Balance, amount at Jun. 30, 2017	$ 960,814	$ 17,767	$ 3,550,236	$ (936,000)	$ (1,671,189)
Amortization of prepaid rent	312,000			312,000
Net loss for year	(482,132)				(482,132)
Balance, shares at Jun. 30, 2018		17,767
Balance, amount at Jun. 30, 2018	790,682	$ 17,767	3,550,236	(624,000)	(2,153,321)
Amortization of prepaid rent	312,000			312,000
Net loss for year	(2,354,516)
Issuance of common stock to purchase Emerge Nutraceuticals, shares		15,000
Issuance of common stock to purchase Emerge Nutraceuticals, amount	2,250,000	$ 15,000	2,235,000
Sale of Metwood of Virginia, shares		(9,400)
Sale of Metwood of Virginia, amount	(1,410,000)	$ (9,400)	(1,400,600)
Discontinued operations write off remaining prepaid rent	312,000			312,000
Annual loss from operations	(380,496)				(338,977)
Loss from discontinued Operations	(2,221,780)				(2,354,516)
Balance, shares at Jun. 30, 2019		23,367
Balance, amount at Jun. 30, 2019	$ (438,811)	$ 23,367	$ 4,384,636	$ 0	$ (4,846,814)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Operating Assets and Liabilities of discontinued operations
Cash - Continued Operations and Discontinued Operations	$ 17,291	$ 61,872
Accounts Receivable		233,776
Allowance for Bad Debt		(8,362)
Inventory		541,944
Inventory Obsolescence		(102,345)
Prepaid expenses		18,436
Accounts Payable and accrued expenses		239,150
Accrued payroll expenses		(19,177)
Contra-Equity - Prepaid		624,000
Property, Plant, & Equipment		1,774,454
Fixed Asset Additions
Accumulated Depreciation		(1,353,003)
Bank Lone For Suburban		(77,460)
Long-term Liabilities, Related Party
Property, Plant, & Equipment	9,750
Accumulated Depreciation
Accounts Payable	(38,852)
Accrued Interest Payable	(12,000)	(8,000)
Due To Paul Thomas	(65,000)
Convertible Debt	(50,000)	(32,353)
Note Payable	(300,000)
Common Stock	(23,367)	(17,767)
Additional Paid-in-Capital	(4,384,636)	(3,550,236)
Accumulated Deficit	4,846,814	2,153,321
Operations:
Net Loss	(2,354,516)	(482,132)
Less: Net loss from discontinuing operations	(1,462,790)	0
Net Loss for continuing operations	(2,354,516)
stock issued for research and development	2,235,593
Depreciation		79,298
Amortization of prepaid rent	312,000	312,000
Amortization of note payable discount	17,647	17,647
Changes in Assets and Liabilities:
Accounts Receivable		(41,124)
Inventories		78,352
Other Current Assets		(3,681)
Accrued payroll expenses		(3,448)
Account interest	4,000
Account Payable	26,271	68,222
Net Cash Flows from operating activities from continuing operations	(71,059)	25,134
Net Cash Flows from operating activities from discontinued operations	21,769
Net Cash Flow from operating activities	(49,290)	25,134
Purchases of property and equipment
Cash Acquired in acquisition of assets	17,291	(31,116)
Net Cash flow from investing activities from discontinued operations	(8,278)	0
Net Cash Flows from investing activities	9,013	(31,116)
Financing:
Advances from related Party	65,000	0
Net Cash Flow from financing activities from discontinued operations	(7,432)	0
Net Cash flow from financing activities	57,568	0
Net Increase (Decrease) in cash	17,291	(5,982)
Cash at beginning of year	0	0
Cash at end of year	17,291	$ 0
Non-cash Transactions
Notes payable issued for vehicles (discontinued operations)	76,923
Note payable with sale of Metwood subsidiary	300,000
Fixed assets acquired through acquisition	9,750
Accounts payable acquired through acquisition	12,635
Sale of Metwood Virginia for 9,400,000 share of stock	$ 752,000

ORGANIZATION AND OPERATIONS

ORGANIZATION AND OPERATIONS	12 Months Ended
	Jun. 30, 2019
ORGANIZATION AND OPERATIONS
NOTE 1 - ORGANIZATION AND OPERATIONS	Corporate Historyv 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 provided construction-related products and engineering services to residential customers and contractors, commercial contractors, developers and retail enterprises, primarily in southwestern Virginia. On June 28, 2019, Metwood, Inc. entered into an Definitive Agreement with Emerge Nutraceuticals, Inc.(ENI), a Florida Corporation. Pursuant to the agreement, 100% of ENI’s common stock (500 shares) was to be transferred and a wire transfer within 60 days of $300,000 was to be paid 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 director members, Robert M. Callahan and Shawn A. Callahan, resigned after appointing Mr. Keith Thomas, Shawn Phillips and Raffaela Thomas to the Board of Directors. Emerge Nutraceuticals, Inc. (ENI) was organized under the law of the State of Flrorida on July 31, 2018. Emerge is a full-service custom GMP contract manufacturer. The Company currently offers a variety of services that include custom manufacturing of nutritional and dietary supplements as follows: · Capsule Manufacturing · Softgel Manufacturing · Powder Manufacturing · Liquid Manufacturing · Liquid & Cream Manufacturing · Flavor System development · Vitamin Manufacturing · Body Building Supplement Manufacturing · Sports Nutrition Manufacturing · Protein Manufacturing 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, Cahas purchased 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.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jun. 30, 2019
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its fully owned subsidiary, Emerge Nutraceuticals as of June 30, 2019 and June 30, 2018, (with the accounts of Metwood, Inc. “MTWDVA”), a former subsidiary dissolved June 29, 2019). All significant intercompany transactions have been eliminated in consolidation. Management's Use of Estimates from those estimates. Fair Value of Financial Instruments Cash and Cash Equivalents Accounts Receivable Inventory. Property and Equipment Useful Life 2019 2018 Machinery and equipment 3 9,750 0 Total property and equipment 9,750 0 Less accumulated depreciation 0 0 Total property and equipment $ 9,750 $ 0 Impairment of Long-lived Assets. Revenue Recognition. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. Income Taxes Income Taxes. A Research and Development. Earnings Per Common Share During the future fiscal years, the company may be required to issued up to five million shares of common stock to satisfy a convertible note entered into in August 2017. This note expires on June 30, 2022 and 10,000,000 shares of common stock can be issued in any year. Share-Based Payments. Stock Compensation Going Concern. The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company’s common stock. Recent Accounting Pronouncements In February 2017 the FASB issued ASU 20 16-0 2, “Leases (Topic 842)” requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The adoption of this standard is not expected have a material impact on the Company’s consolidated financial statements. 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 will be immaterial to the Company’s net income on an ongoing basis.

RELATEDPARTY TRANSACTIONS

RELATEDPARTY TRANSACTIONS	12 Months Ended
	Jun. 30, 2019
RELATEDPARTY TRANSACTIONS
NOTE 3 - RELATED-PARTY TRANSACTIONS	The Company had executed a demand note with its previous controlling shareholder, Cahas Mountain, LLC, that Cahas Mountain will make available cash advances from time to time to bridge cash flow shortfalls. These advances are repaid to Cahas Mountain as cash flow allows. Advances totaled $0 and $77,400 at June 30, 2019 and 2018, respectively. The unpaid balance due to Cahas Mountain at the end of each month is subject to an interest rate of 6% per year. As part of the sale of Metwood, Inc. (Virginia) the note was transferred along with all accrued interest. The Company recognized interest expense of approximately $5,000 and $5,000 for the years ended June 30, 2019 and 2018, respectively. Sales to Cahas Mountain, LLC was approximately $ 8,800 and $12,000 . As of June 30, 2018 and 2017, the related accounts receivable totaled approximately $0 and $8,800, respectively. 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 expires on June 30, 2020. This note has been amended and the expiration date has been extended to June 30, 2022. The note is convertible into common shares of Metwood, Inc. at par value of $.0001 and if converted in its entirety will dilute the current shareholders by a maximum of 50,000,000 shares of common stock. The maximum conversion in any year is 10,000,000 shares of common stock. A debt discount of $50,000 was recorded at issuance and $17,647 was amortized and included in interest expense during the year ended June 30, 2019. During the year ended June 30, 2019, $17,647 was included in the interest expense. Interest Expense totaled $21,647 and $21,647 for years ended June 30, 2019 and 2018, respectively. On June 29, 2019, the company entered into a note payable to Metwood, Inc. (Virginia). In the amount of $300,000 and the note is to expire on December 29, 2021. The note has a compounding monthly interest rate of .875%. See Note 1 regarding sale of subsidiary. On June 29, 2019, Emerge entered into a note payable to Paul Thomas in the amount of $65,000 and the note is to expire on June 29, 2024. The note is interest free for the first 36 months and 5% APR thereafter.

COMMITMENT AND CONTINGENCIES

COMMITMENT AND CONTINGENCIES	12 Months Ended
	Jun. 30, 2019
COMMITMENT AND CONTINGENCIES
NOTE 4 - COMMITMENT AND CONTINGENCIES	The Emerge incurred no lease expense for the fiscal year ended June 30, 2019. Future lease commitments are as follows: Lease Commitment Years Ending 2020 $ 16,800 2021 $ 14,000

EQUITY

EQUITY	12 Months Ended
	Jun. 30, 2019
EQUITY
NOTE 5 - EQUITY	As of the year ended June 30, 2019, there are 100,000,000 shares of common stock authorized and 23,366,647 shares issued and outstanding. The authorized preferred stock is 40,000,000 shares and there are -0- shares of preferred stock issued and outstanding. The company issued 15,000,000 shares in acquisition of assets. See Note 1 regarding purchase of assets.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Jun. 30, 2019
INCOME TAXES
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. The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 21% is as follows: Tax Tax 2018 Rate 2018 Rate Expected income tax benefit at statutory rate of 39% $ 566,000 21 % $ 101,009 21 % Permanent differences (132,000 ) 5 % (67,000 ) (14 )% Change in estimate (11,000 ) 0 % 0 0 % Change in valuation allowance (432,000 16 % (34,000 ) (7 )% Income tax expense (benefit) $ 0 $ -0- $ -0- 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: Deferred tax assets: 2019 2018 Tax benefit of net operating loss carry-forward $ 569,000 $ 265,000 Book and tax difference 0 49,000 Less: valuation allowance (569,000 ) (314,000 ) Net deferred tax asset $ -0- $ -0- The Company had a federal net operating tax loss carry-forward of approximately $1,260,000 as of June 30, 2018. The loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2020.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	12 Months Ended
	Jun. 30, 2019
LEGAL PROCEEDINGS
NOTE 7 - LEGAL PROCEEDINGS	There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

RECONCILIATION OF ASSETS AND LI

RECONCILIATION OF ASSETS AND LIABILITIES HELD FOR SALE	12 Months Ended
	Jun. 30, 2019
RECONCILIATION OF ASSETS AND LIABILITIES HELD FOR SALE
NOTE 8 - RECONCILIATION OF ASSETS AND LIABILITIES HELD FOR SALE	In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations June 30, June 30, 2019 2018 Carrying amounts of current assets held or disposal: Cash $ $ 61,872 Accounts Receivable $ $ 225,414 Inventory $ $ 439,649 Prepaid Expenses $ $ 18,436 Total current assets held for disposal $ $ 745,371 June 30, June 30, 2019 2018 Carrying non-current assets held or disposal: Property and Equipment, Net $ $ 421,451 Total non-current assets held for disposal $ $ 421,451 June 30, June 30, 2019 2018 Carrying amounts of current liabiities held or disposal: Accounts Payable and Accrued Expenses $ $ 258,327 Advances from Affiliate $ $ 77,460 Total current liabilities held for disposal $ $ 335,787 June 30, June 30, 2019 2018 Carrying non-current liabilities held or disposal: Notes payable Right-of-Use Obligation Total non-current liabilities held for disposal $ $ June 30, June 30, 2019 2018 Twelve Months Ended June 30, Total Revenue $ (2,325,843 ) $ (1,942,392 ) Total Expense $ 3,788,633 $ 2,424,525 Net Income (loss) from discontinued operations $ 1,462,790 $ 482,133

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Jun. 30, 2019
SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS	On June 18, 2019 the convertible note for $50,000 was amended to extend the due date to June 30, 2020. On June 20, 2020 the $50,000 note was extended to June 30, 2022. All other terms remained the same. On June 29, 2019, the Company entered into a note payable to Metwood, Inc. (Virginia) in the amount of $300,000 and the note was amended to extend December 29, 2021. The note has a compounding monthly interest rate of .875%. On June 29, 2019, Emerge entered into a note payable to Paul Thomas in the amount of $65,000 and the note is to expire on June 29, 2024. The note is interest free for the first 36 months and 5% APR thereafter. On June 1, 2021 Emerge entered into a 36 Month Lease Agreement with MEGA LLC for office space at a monthly lease rate of $2,000.

ACQUISITION OF EMERGE

ACQUISITION OF EMERGE	12 Months Ended
	Jun. 30, 2019
ACQUISITION OF EMERGE
NOTE 10 - ACQUISITION OF EMERGE	Metwood was presented the opportunity to acquire Emerge Nutraceuticals and reviewed the opportunity and was able to work out the Definitive Agreement. For additional information regarding the Acquisition see Definitive Agreement in a previous filing.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jun. 30, 2019
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its fully owned subsidiary, Emerge Nutraceuticals as of June 30, 2019 and June 30, 2018, (with the accounts of Metwood, Inc. “MTWDVA”), a former subsidiary dissolved June 29, 2019). All significant intercompany transactions have been eliminated in consolidation.
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 ones 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.
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.
Accounts Receivable	The Company grants credit in the form of unsecured accounts receivable to its customers based on an evaluation of their financial condition. We perform ongoing credit evaluations of customers. The estimate of the allowance for doubtful accounts, which is charged off to bad debt expense, is based on management’s assessment of current economic conditions and historical collection experience with each customer. At June 30, 2019 and 2018 the allowance for doubtful accounts was $0 and $8,362 respectively, specific customer receivables are considered past due when they are outstanding beyond their contractual terms and are charged off to the allowance for doubtful accounts when determined uncollectible. For the years ended June 30, 2019 and 2018, the bad debt expense was $0 and $ 0, respectively.
Inventory	The Company is not recording any inventory in this filing due to the discontinued operations of Metwood, Inc. a Virginia Corporation Future inventory will be
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 2019 2018 Machinery and equipment 3 9,750 0 Total property and equipment 9,750 0 Less accumulated depreciation 0 0 Total property and equipment $ 9,750 $ 0
Impairment of Long-lived Assets	The Company evaluates its 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 fair value of the asset. Should an impairment exist, the impairment would be measured by the amount by which the carrying amount of the asset exceeds the projected discounted future cash flows arising from the asset. Based on the terms and conditions of the Definitive Agreement and the sale of the Wholly owned Subsidiary, impairments of long-lived assets were recorded in the financials through June 30, 2019 and 2018.
Revenue Recognition	It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer.
Income Taxes	Income taxes are accounted for in accordance with FASB ASC 740, Income Taxes. A
Research and Development	The Company performs research and development on our nutraceutical products, new product lines, and new formulations of existing products. Costs, if any, are expensed as they are incurred. For the year ended June 30, 2019, expenses were $2,235,593 and for the year ended June 30, 2018, expenses were $0.
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 may be required to issued up to five million shares of common stock to satisfy a convertible note entered into in August 2017. This note expires on June 30, 2022 and 10,000,000 shares of common stock can be issued in any year.
Share-Based Payments	FASB ASC 718, Stock Compensation
Going Concern	The financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2019, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company’s common stock.
Recent Accounting Pronouncements	In February 2017 the FASB issued ASU 20 16-0 2, “Leases (Topic 842)” requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The adoption of this standard is not expected have a material impact on the Company’s consolidated financial statements. 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 will be immaterial to the Company’s net income on an ongoing basis.

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Jun. 30, 2019
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of maintenance and repairs	Useful Life 2019 2018 Machinery and equipment 3 9,750 0 Total property and equipment 9,750 0 Less accumulated depreciation 0 0 Total property and equipment $ 9,750 $ 0

COMMITMENT AND CONTINGENCIES (T

COMMITMENT AND CONTINGENCIES (Tables)	12 Months Ended
	Jun. 30, 2019
COMMITMENT AND CONTINGENCIES
Schedule of future annual commitments under the current operating lease	Lease Commitment Years Ending 2020 $ 16,800 2021 $ 14,000

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Jun. 30, 2019
INCOME TAXES
Schedule of Federal statutory rate	Tax Tax 2018 Rate 2018 Rate Expected income tax benefit at statutory rate of 39% $ 566,000 21 % $ 101,009 21 % Permanent differences (132,000 ) 5 % (67,000 ) (14 )% Change in estimate (11,000 ) 0 % 0 0 % Change in valuation allowance (432,000 16 % (34,000 ) (7 )% Income tax expense (benefit) $ 0 $ -0- $ -0-
Schedule of net deferred tax asset	Deferred tax assets: 2019 2018 Tax benefit of net operating loss carry-forward $ 569,000 $ 265,000 Book and tax difference 0 49,000 Less: valuation allowance (569,000 ) (314,000 ) Net deferred tax asset $ -0- $ -0-

RECONCILIATION OF ASSETS AND _2

RECONCILIATION OF ASSETS AND LIABILITIES HELD FOR SALE (Tables)	12 Months Ended
	Jun. 30, 2019
RECONCILIATION OF ASSETS AND LIABILITIES HELD FOR SALE (Tables)
Schedule of balance sheets and operations	June 30, June 30, 2019 2018 Carrying amounts of current assets held or disposal: Cash $ $ 61,872 Accounts Receivable $ $ 225,414 Inventory $ $ 439,649 Prepaid Expenses $ $ 18,436 Total current assets held for disposal $ $ 745,371 June 30, June 30, 2019 2018 Carrying non-current assets held or disposal: Property and Equipment, Net $ $ 421,451 Total non-current assets held for disposal $ $ 421,451 June 30, June 30, 2019 2018 Carrying amounts of current liabiities held or disposal: Accounts Payable and Accrued Expenses $ $ 258,327 Advances from Affiliate $ $ 77,460 Total current liabilities held for disposal $ $ 335,787 June 30, June 30, 2019 2018 Carrying non-current liabilities held or disposal: Notes payable Right-of-Use Obligation Total non-current liabilities held for disposal $ $ June 30, June 30, 2019 2018 Twelve Months Ended June 30, Total Revenue $ (2,325,843 ) $ (1,942,392 ) Total Expense $ 3,788,633 $ 2,424,525 Net Income (loss) from discontinued operations $ 1,462,790 $ 482,133

ORGANIZATION AND OPERATIONS (De

ORGANIZATION AND OPERATIONS (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 18, 2019
Agreement description	On June 28, 2019, Metwood, Inc. entered into an Definitive Agreement with Emerge Nutraceuticals, Inc.(ENI), a Florida Corporation. Pursuant to the agreement, 100% of ENI’s common stock (500 shares) was to be transferred and a wire transfer within 60 days of $300,000 was to be paid 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.
Convertible note payable		$ 50,000
Cahas Mountain Properties [Member] | Stock Purchase Agreement [Member] | June 29, 2019 [Member]
Common stock issued, amount	$ 752,000
Common stock issued, shares	9,400,000
Convertible note payable	$ 50,000

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Total property and equipment, gross	$ 9,750	$ 0
Less accumulated depreciation	0	0
Total property and equipment, net	9,750	0
Machinery and equipment [Member]
Total property and equipment, gross	$ 9,750	$ 0
Property and equipment useful life	3 years

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FDIC insured amount	$ 250,000
Bad debt expense	0	$ 0
Allowance for doubtful accounts receivable, current	0	8,362
Research and development expenses	$ 2,235,593	$ 0
Description for antidilutive effect of securities excluded from computation of EPS	During the future fiscal years, the company may be required to issued up to five million shares of common stock to satisfy a convertible note entered into in August 2017. This note expires on June 30, 2022 and 10,000,000 shares of common stock can be issued in any year.

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended			12 Months Ended
	Jun. 29, 2019	Jun. 18, 2019	Aug. 18, 2016	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2017
Notes payable				$ 300,000	$ 0
Maturity date		Jun. 30, 2020
Convertible note payable		$ 50,000
Metwood Inc [Member]
Maturity date	Dec. 29, 2021
Paul Thomas [Member]
Maturity date	Jun. 29, 2024
Cahas Mountain Properties [Member]
Interest rate				6.00%	6.00%
Due to related party				$ 0	$ 77,400
Accounts receivable total					0	$ 8,800
Sales, related parties				8,000	12,000
Interest expense				5,000	5,000
Cahas Mountain, LLC. [Member] | Convertible Note Payable [Member]
Interest rate			8.00%
Maturity date			Jun. 30, 2019
Convertible note payable			$ 50,000
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 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.
Amortization of debt discount				17,647
Debt discount on convertible note				50,000
Interest expense				21,647	$ 21,647
June 29, 2019 [Member] | Metwood Inc [Member]
Notes payable				$ 300,000
Interest rate				0.875%
Maturity date				Dec. 29, 2021
June 29, 2019 [Member] | Paul Thomas [Member]
Notes payable				$ 65,000
Maturity date				Jun. 30, 2024
Notes payable description				The note is interest free for the first 36 months and 5% APR thereafter.

COMMITMENT AND CONTINGENCIES (D

COMMITMENT AND CONTINGENCIES (Details)	Jun. 30, 2019USD ($)
COMMITMENT AND CONTINGENCIES
2020	$ 16,800
2021	$ 14,000

EQUITY (Details Narrative)

EQUITY (Details Narrative) - shares	Jun. 30, 2019	Jun. 30, 2018
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	23,366,647
Common stock, outstanding	23,367,647	17,766,647
Preferred stock, authorized	40,000,000	40,000,000
Preferred stock, issued	0
Preferred stock, outstanding	0	0
Emerge Nutraceuticals, Inc. [Member]
Common stock shares reserved for future issuance	15,000,000

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
INCOME TAXES
Expected income tax benefit at statutory rate of 39%	$ 566,000	$ 101,009
Permanent differences	(132,000)	(67,000)
Change in estimate	(11,000)	0
Change in valuation allowance	(432,000)	(34,000)
Income tax expense (benefit)	$ 0	$ 0
Expected income tax benefit at statutory rate of 39%, tax rate	21.00%	21.00%
Permanent differences, tax rate	5.00%	(14.00%)
Change in estimate, tax rate	0.00%	0.00%
Change in valuation allowance, tax rate	16.00%	(7.00%)
Income tax expense (benefit), tax rate	0.00%	0.00%

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Deferred tax assets:
Tax benefit of net operating loss carry-forward	$ 569,000	$ 265,000
Book and tax difference	0	49,000
Less: valuation allowance	(569,000)	(314,000)
Net deferred tax asset	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - Federal [Member]	12 Months Ended
	Jun. 30, 2018USD ($)
Net operating tax loss carry-forward	$ (1,260,000)
Operating loss carryforward expiry year	2020

RECONCILIATION OF ASSETS AND _3

RECONCILIATION OF ASSETS AND LIABILITIES HELD FOR SALE (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Carrying amounts of current assets held or disposal:
Cash	$ 0	$ 61,872
Accounts Receivable	0	225,414
Inventory	0	439,649
Prepaid Expenses	0	18,436
Total current assets held for disposal	0	745,371
Carrying non-current assets held or disposal:
Property and Equipment, Net	9,750	421,451
Total non-current assets held for disposal	0	421,451
Carrying amounts of current liabiities held or disposal:
Accounts Payable and Accrued Expenses	0	258,327
Advances from Affiliate	0	77,460
Total current liabilities held for disposal	0	335,787
Carrying non-current liabilities held or disposal:
Notes payable	0	0
Right-of-Use Obligation	0	0
Total non-current liabilities held for disposal	$ 0	$ 343,787

RECONCILIATION OF ASSETS AND _4

RECONCILIATION OF ASSETS AND LIABILITIES HELD FOR SALE (Details 1) - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Twelve Months Ended June 30,
Total Revenue	$ (2,325,843)	$ (1,942,392)
Total Expense	3,788,633	2,424,525
Net Income (loss) from discontinued operations	$ 1,462,790	$ 482,133

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jun. 01, 2021	Jun. 20, 2020	Jun. 29, 2019	Jun. 18, 2019	Jun. 30, 2019	Jun. 30, 2018
Convertible note payable				$ 50,000
Maturity date				Jun. 30, 2020
Notes payable					$ 0	$ 0
Paul Thomas [Member]
Maturity date			Jun. 29, 2024
Lease month			36 months
Notes payable			$ 65,000
Interest rate			5.00%
Metwood Inc [Member]
Maturity date			Dec. 29, 2021
Notes payable			$ 300,000
Interest rate			0.875%
Subsequent Event [Member]
Convertible note payable		$ 50,000
Maturity date		Jun. 30, 2022
Subsequent Event [Member] | MEGA LLC [Member]
Lease month	36 months
Office lease monthly	$ 2,000