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 June 30, 2018 and Statement of Operations for the year ended June 30, 2018 are shown below:

Pro Forma adjustments on the balance sheet:

	a)	Represents Metwood of Virginia, Inc.’s historical balance sheet as of June 30, 2018 to carve out Metwood of Virginia’s assets and liabilities as of June 30, 2018 prior to its sale.

	b)	Represents the retirement of 9,400,000 share of the Company’s common stock which the Company received in exchange from Cahas Mountain Properties, LLC.

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	)		-
Convertible note payable-related party
note discount of $17,647 and $38,294, respectively		32,353						32,353
Total current liabilities		376,140			(343,787	)		32,353

Shareholders' equity
Preferred stock (par $.001) 40,000,000		-
Common stock (par $.001)		17,767			(9,400	)		8,367
Paid in capital		3,550,236						3,550,236
Accumulated deficit		(2,153,321	)		(1,437,635	)		(3,590,956	)
Contra equity-prepaid rent		(624,000	)		624,000			-
Treasury stock								-
Total stockholders' equity		790,682			(823,035	)		(32,353	)
Total liabilities and stockholders' equity	$	1,166,822		$	(1,166,822	)	$	-

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	)

Metwood, Inc.
Unaudited Proforma Balance Sheet
June 30, 2017

				Pro Forma			Proforma
	Historical			Adjustment			Combined
Current assets
Cash and cash equivalents	$	67,854		$	(67,854	)a)	$	-
Accounts receivable, net of reserve		184,290			(184,290	)a)		-
Inventory		518,001			(518,001	)a)		-
Other current assets		14,755			(14,755	)a)		-
Total current assets		784,900						-

Net property and equipment		469,633			(469,633	)a)		-

	$	1,254,533					$	-

Current liabilities
Accounts payable and accrued expenses	$	178,928		$	(174,928	)a)	$	4,000
Accrued payroll expense		22,625			(22,625	)a)		-
Demand note payable-related party		77,460			(77,460	)a)		-
Convertible note payable-related party
note discount of $38,294		14,706						14,706
Total current liabilities		293,719						18,706

Shareholders' equity
Preferred stock (par $.001) 40,000,000		-
Common stock (par $.001)		17,767			(9,400	)b)		8,367
Paid in capital		3,550,236						3,550,236
Accumulated deficit		(1,671,189	)		(1,915,520	)a)		(3,577,309	)
					9,400	b)
Contra equity-prepaid rent		(936,000	)		936,000	a)		-
Treasury stock								-
Total stockholders' equity		960,814						(18,706	)
Total liabilities and stockholders' equity	$	1,254,533					$	-

Pro Forma adjustments on the balance sheet:

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

Metwood Inc.
Unaudited Proforma Condensed Statement of Operations
June 30, 2017

				Pro Forma			Proforma
	Historical			Adjustment			Combined

Gross sales	$	1,864,222		$	(1,864,222	)a)	$	-
Cost of sales		1,169,569			(1,169,569	)a)		-
Gross profit		694,653						-

Operating expenes		1,137,962			(1,137,962	)a)		-

Operating income (loss)		(443,309	)					-

Other Income (expense)		8,697			(27,403	)a)		(18,706	)
Net income (loss) before income taxes		(434,612	)					(18,706	)
Income taxes		-						-
Net loss	$	(434,612	)				$	(18,706	)

Pro Forma adjustments on the balance sheet:

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

Notes to Unaudited Pro Forma Financial statements:

1. Overview

2. Pro Forma Information

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

Pro Forma Adjustments and Assumptions

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

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

	1.	Separate audited financial statements of Metwood, Inc. as of and for the year ended June 30, 2017 and the related notes;

	2.	Separate audited financial statements of Metwood, Inc. as of and for the year ended June 30, 2018 and the related notes.

	3.	The accompanying notes to the unaudited pro forma financial statements

Unaudited Pro Forma Financial adjustments

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

Pro Forma Adjustments to the Balance Sheet;

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

	2	Represents the recapitalization as a result of the share exchange.

Pro Forma Adjustments to the Statements of Operations

Represents the Company’s historical statement of operations for the years ended June 30, 2018 and June 30, 2017 to carve out Metwood’s income and expenses prior to the reverse merger.