Annual Report (10-k)

Date : 08/28/2019 @ 10:04AM
Source : Edgar (US Regulatory)
Stock : Metwood, Inc. (PN) (MTWD)
Quote : 0.42  0.0 (0.00%) @ 9:00PM

Annual Report (10-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended June 30, 2018

 

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

 

For the transition period from __________ to __________

 

Commission fle number 000-05391

 

METWOOD, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA

 

83-0210365

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

 

819 Naff Road, Boones Mill, VA 24065

(Address of principal executive offices)

 

(540) 334-4294

(Registrant’s telephone number, including area code)

 

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

 

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

 

$0.001 Par Value Common Voting Stock

(Title of Class)

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

 

 

Emerging Growth company

x

 

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

 

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

 

As of March 26, 2019 the aggregate market value of the common shares outstanding (based upon the average of the bid price ($.08) reported on the OTCQB Market) held by non-affiliates was $329,101.

 

As of August 23 2019, the number of shares outstanding of the registrant’s common stock, $0.001 par value (the only class of voting stock), was 23,366,647 shares.

 

 
 
 
 

 

METWOOD, INC. AND SUBSIDIARY

FORM 10-K

TABLE OF CONTENTS

 

 

 

Page

 

PART I

 

 

 

 

Item 1

Description of Business

 

4

 

Item 1A

Risk Factors

 

9

 

Item 2

Properties

 

9

 

Item 3

Legal Proceedings

 

9

 

 

PART II

 

 

 

 

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

10

 

Item 7

Management’s Discussion and Analysis or Plan of Operation

 

11

 

Item 8

Financial Statements and Supplementary Data

 

13

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

30

 

Item 9A

Controls and Procedures

 

30

 

Item 9B

Other Information

 

30

 

 

 

 

 

 

PART III

 

 

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

 

31

 

Item 11

Executive Compensation

 

33

 

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 34

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

 

 35

 

Item 14

Principal Accounting Fees and Services

 

 35

 

 

 

 

 

 

PART IV

 

 

 

 

 

Item 15

Exhibits and Financial Statement Schedules

 

 36

 

Signatures

 

 37

 

  

 
2
 
 

  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

 
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PART I

 

Item 1. Description of Business

 

Business Development

 

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

 

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

 

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

 

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

 

 
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Principal Products or Services and Markets

 

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

 

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

 

Metwood’s primary products are:

 

 

· TUFF BEAM - internally reinforced cold-formed steel beam

 

· TUFF JOIST - cold-formed steel joint system

 

· TUFF JOIST+ - internally reinforced cold-formed steel joist

 

· TUFF FLOOR SYSTEM - combinations of TUFFBEAM, NUJOIST and TUFFJOIST are utilized to make up a complete floor system

 

· TUFF DECK - concrete deck systems

 

· RIM BEAM - internally reinforced CFS load distribution member

 

· TUFF FRAME 3.5 & 5.5 - a fully proprietary panelized load bearing and non-load bearing CFS wall framing solution

 

· TUFF TRUSS 2.0 - a proprietary roof and floor truss system

 

· Aegis - Metwood is a distributor of Aegis Metal Framing’s cold-formed steel trusses SURE-SPAN™

 

· Trimmable square columns

 

· Joist reinforcers

 

· Engineering, design and custom building services
 

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

 

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

 

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

 

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

 

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

 

Distribution Methods of Products and Services

 

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

 

Status of Publicly Announced New Products or Services

 

None at this time.

 

 
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Seasonality of Market

 

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

 

Competition

 

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

 

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

 

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

 

Dependence on One or a Few Major Customers

 

At June 30, 2018 and 2017, the Company had the following customer concentrations:

 

 

 

Sales

 

 

Accounts Receivable

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Customer A

 

*

 

 

 

14 %

 

*

 

 

 

14 %

Customer B

 

 

17 %

 

 

12 %*

 

 

15 %

 

 

15 %

Customer C

 

*

 

 

*

 

 

 

13 %

 

 

16 %

Customer D

 

*

 

 

*

 

 

*

 

 

 

13 %

___________ 

*Amounts to less than 10%

 

 
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Patents

 

The Company has nine U.S. Patents:

 

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

 

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

 

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

 

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

 

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

 

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

 

Need for Government Approval of Principal Products

 

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

 

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

 

There is no fixed time that our time and resources have been spent during the last two fiscal years researching and developing our metal/wood products, new product lines, and new patents. Time and resources are utilized on research and development as required.

 

Costs and Effects of Compliance with Environmental Laws

 

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

 

Number of Total Employees and Number of Full-Time Employees

 

We had fourteen employees at June 30, 2018, thirteen of whom were full time.

 

 
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Item 1A. Risk Factors

 

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

 

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

 

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

 

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

 

Item 2. Properties

 

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

 

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

 

Item 3. Legal Proceedings

 

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.

 

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

 

No matter was submitted to a vote during the year.

 

 
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PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters

 

Because there is no active trading market for Metwood, Inc. common stock, it is difficult to determine the market value of the stock. Based on the recent close of our common stock at March 26 , 2019, of $.08 per share (with a 52-week high of ($0.08), the market value of shares held by non-affiliates would be $329,101.

 

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

 

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

 

Year Ended June 30, 2018

 

High

 

 

Bid

 

First Quarter

 

$ 0.226

 

 

$ 0.10

 

Second Quarter

 

$ 0.226

 

 

$ 0.226

 

Third Quarter

 

$ 0.10

 

 

$ 0.16

 

Fourth Quartet

 

$ 0.15

 

 

$ 0.06

 

 

Year Ended June 30, 2017

 

 

 

 

 

 

 

 

First Quarter

 

$ 0.30

 

 

$ 0.20

 

Second Quarter

 

$ 0.20

 

 

$ 0.15

 

Third Quarter

 

$ 0.15

 

 

$ 0.13

 

Fourth quarter

 

$ 0.13

 

 

$ 0.10

 

 

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

 

Dividends

 

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

 

 
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Item. 6 Selected Financial Data Information provided in Item 8.

 

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

 

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

 

Results of Operations

 

Below are selected financial data for the years ended June 30, 2018 and 2017:

 

 

 

2018

 

 

2017

 

Revenues

 

$ 1,938,222

 

 

$ 1,864,222

 

Net loss

 

$ (482,132 )

 

$ (434,612 )

Net loss per common share

 

$ (0.03 )

 

$ (0.02 )

Weighted average common shares

 

 

17,766,647

 

 

 

17,766,647

 

  

At June 30, 2018 and 2017:

 

Total assets

 

$ 1,166,822

 

 

$ 1,254,533

 

Working capital

 

$ 369,231

 

 

$ 505,886

 

Stockholders’ equity

 

$ 790,682

 

 

$ 960,814

 

 

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

 

Revenues and cost of sales - Gross sales in cre ased $74,000, or 4%, for the year ended June 30, 2018 (“fiscal 2018”) compared to the year ended June 30, 2017 (“fiscal 2017”). Gross profit decreased $60,982( 9%) from fiscal 2017 to fiscal 2018.

 

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

 

 
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Cost of sales increased $134,982, or 11.5%, in fiscal 2018 compared to fiscal 2017, representing a disproportionate increase compared to the 4% increase in gross sales. Material costs, primarily metal products, were significantly higher in fiscal 2018 compared to fiscal 2017 and accounted for much of the disproportional inecrease.

 

Operating expenses - These costs decreased $43,264 from fiscal 2017 to fiscal 2018. The decrease was in large part from less expense for Research and Development . We are invested in decreasing expenditures where possible in order to maximize our net earnings.

 

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

 

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

 

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

 

 
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Item 8. Financial Statements and Supplementary Data

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Metwood, Inc. (the “Company”) at June 30, 2018 and 2017 and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations for the past several years. This condition raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

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

Dallas, Texas

August 27, 2019

We have served as the Company’s auditor since 2018.

 

 
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METWOOD, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2018 AND 2017

  

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 61,872

 

 

$ 67,854

 

Accounts receivable, net of reserve

 

 

225,414

 

 

 

184,290

 

Inventory

 

 

439,649

 

 

 

518,001

 

Other current assets

 

 

18,436

 

 

 

14,755

 

Total current assets

 

 

745,371

 

 

 

784,900

 

Property and Equipment improvements

 

 

 

 

 

 

 

 

Leasehold Improvements

 

 

274,869

 

 

 

274,869

 

Furniture, fixtures and equipment

 

 

78,222

 

 

 

78,222

 

Computer and software

 

 

193,204

 

 

 

186,517

 

Machinery & Equipment

 

 

744,672

 

 

 

741,884

 

Vehicles

 

 

415,528

 

 

 

393,887

 

Land improvements

 

 

67,959

 

 

 

67,959

 

Total property and equipment

 

 

1,774,454

 

 

 

1,743,338

 

Less accumulated depreciation

 

 

(1,353,003 )

 

 

(1,273,705 )

Net property and equipment

 

 

421,451

 

 

 

469,633

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 1,166,822

 

 

$ 1,254,533

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 247,150

 

 

$ 178,928

 

Accrued payroll expense

 

 

19,177

 

 

 

22,625

 

Demand note payable-related party

 

 

77,460

 

 

 

77,460

 

Convertible note payable-related party note discount of $17,647 and $38,294, respectively

 

 

32,353

 

 

 

14,706

 

Total current liabilities

 

 

376,140

 

 

 

293,719

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies Note 4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

 

 

Preferred stock (par $.001) 40,000,000 shares authorized 0 outstanding

 

 

 

 

 

 

 

 

Common stock (par $.001) 100,000,000 authorized outstanding 17,766,647

 

 

17,767

 

 

 

17,767

 

Paid in capital

 

 

3,550,236

 

 

 

3,550,236

 

Accumulated deficit

 

 

(2,153,321 )

 

 

(1,671,189 )

Contra equity-prepaid rent

 

 

(624,000 )

 

 

(936,000 )

Total stockholders' equity

 

 

790,682

 

 

 

960,814

 

Total liabilities and stockholders' equity

 

$ 1,166,822

 

 

$ 1,254,533

 

 

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

 

 
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METWOOD, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JUNE 30, 2018 AND 2017

  

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Gross sales

 

$ 1,938,222

 

 

 

1,864,222

 

Cost of sales

 

 

1,304,551

 

 

 

1,169,569

 

Gross profit

 

 

633,671

 

 

 

694,653

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

 

35,025

 

 

 

27,330

 

Bad debt recovery

 

 

0

 

 

 

(47 )

Depreciation

 

 

26,054

 

 

 

27,676

 

Insurance

 

 

31,397

 

 

 

40,419

 

Payroll expense

 

 

457,529

 

 

 

445,573

 

Professional fees

 

 

15,251

 

 

 

39,089

 

Rent related party

 

 

385,586

 

 

 

379,640

 

Repairs and maintenance

 

 

11,005

 

 

 

6,670

 

Research and development

 

 

6,375

 

 

 

52,130

 

Telephone

 

 

13,052

 

 

 

25,621

 

Vehicle

 

 

27,051

 

 

 

24,407

 

Other

 

 

86,013

 

 

 

69,454

 

Total operating expenses

 

 

1,094,338

 

 

 

1,137,962

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

(460,667 )

 

 

(443,309 )

 

 

 

 

 

 

 

 

 

Other Income (expense)

 

 

 

 

 

 

 

 

Interest

 

 

(25,635 )

 

 

(23,184 )

Gain on sale of asset

 

 

0

 

 

 

25,988

 

Other Income (expense)

 

 

4,170

 

 

 

5,893

 

Total Other Income (expense)

 

 

(21,465 )

 

 

8,697

 

Net income (loss) before taxes

 

 

(482,132 )

 

 

(434,612 )

Income taxes

 

 

0

 

 

 

0

 

Net (loss)

 

$ (482,132 )

 

$ (434,612 )

 

 

 

 

 

 

 

 

 

Basic loss per share

 

$ (0.03 )

 

$ (0.02 )

Weighted number of shares outstanding

 

 

17,766,647

 

 

 

17,766,647

 

 

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

 

 
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METWOOD, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

AS OF JUNE 30, 2018 AND 2017

 

 

 

Common

 

 

Common

 

 

Additional

 

 

 

 

 

 

 

 

Total

 

 

 

Shares

 

 

shares

 

 

Paid-in

 

 

Prepaid

 

 

Retained

 

 

Shareholders'

 

 

 

(000s)

 

 

($.001 Par)

 

 

Capital

 

 

Rent

 

 

Earnings

 

 

Equity

 

Balances June 30, 2016

 

 

17,767

 

 

$ 17,767

 

 

 

3,500,236

 

 

 

(1,248,000 )

 

 

(1,236,577 )

 

 

1,033,426

 

Amortization of prepaid rent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

312,000

 

 

 

 

 

 

 

312,000

 

Discount on convertible note

 

 

 

 

 

 

 

 

 

 

50,000

 

 

 

 

 

 

 

 

 

 

 

50,000

 

Net loss for year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(434,612 )

 

 

(434,612 )

Balances June 30, 2017

 

 

17,767

 

 

$ 17,767

 

 

 

3,550,236

 

 

$ (936,000 )

 

 

(1,671,189 )

 

 

960,814

 

Amortization of prepaid rent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

312,000

 

 

 

 

 

 

 

312,000

 

Net loss for year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(482,132 )

 

 

(482,132 )

Balances June 30, 2018

 

 

17,767

 

 

$ 17,767

 

 

 

3,550,236

 

 

$ (624,000 )

 

 

(2,153,321 )

 

 

790,682

 

 

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

 

 
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METWOOD, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2018 AND JUNE 30, 2017

 

 

 

2018

 

 

2017

 

Net loss

 

$ (482,132 )

 

$ (434,612 )

Adjustments to reconcile net loss to net cash provided by (used in)

 

 

 

 

 

 

 

 

Depreciation

 

 

79,298

 

 

 

81,587

 

Gain on sale of assets

 

 

0

 

 

 

(25,988 )

Allowance for inventory obsolescence

 

 

0

 

 

 

25,738

 

Amortization of prepaid rent

 

 

312,000

 

 

 

312,000

 

Amortization of convertible note discount

 

 

17,647

 

 

 

14,706

 

(Increase) decrease in operating assets

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(41,124 )

 

 

2,680

 

Inventories

 

 

78,352

 

 

 

(64,536 )

Other current assets

 

 

(3,681 )

 

 

(2,301 )

Deferred tax asset

 

 

 

 

 

 

0

 

Increase (Decrease in liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

68,222

 

 

 

8,821

 

Accrued payroll

 

 

(3,448 )

 

 

3,744

 

Net cash provided (used) in operating activities

 

 

25,134

 

 

 

(78,161

 

 

 

 

 

 

 

 

 

Investment activities

 

 

 

 

 

 

 

 

Property and equipment purchases

 

 

(31,116 )

 

 

(22,736 )

Proceeds from disposal of property and equipment

 

 

0

 

 

 

27,442

 

Net cash provided (used in) investment activities

 

 

(31,116

 

 

4,706

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Convertible note-related party

 

 

0

 

 

 

50,000

 

Total cash provided financing operations

 

 

 

 

 

 

50,000

 

Increase (decrease) in cash

 

 

(5,982 )

 

$ (23,455 )

Beginning cash

 

 

67,854

 

 

 

91,309

 

Ending cash

 

$ 61,872

 

 

$ 67,854

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of cash flow information

 

 

 

 

 

 

 

 

Interest paid

 

$ 0

 

 

$ 0

 

Income tax paid

 

$ 0

 

 

$ 0

 

Supplemental Disclosure of Non-cash flow information

 

 

 

 

 

 

 

 

Notes payable related party advances through Accounts payable

 

$ 0

 

 

$ 14,532

 

Notes payable related party payments

 

 

 

 

 

 

 

 

through Accounts receivable

 

$ 0

 

 

$ (11,000 )

Discount on convertible debt

 

$ 0

 

 

$ 50,000

 

 

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

 

 
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METWOOD, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018 AND 2017

 

NOTE 1 - ORGANIZATION AND OPERATIONS

 

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

 

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

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

A. Going Concern

 

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

 

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

 

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

 

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

 

 
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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.

 

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, 2018 and 2017, the allowance for doubtful accounts was $8,362 and $8,362 respectively, specific customer receivables are considered past due when they are outstanding beyond their contractual terms and are charged off to the allowance for doubtful accounts when determined uncollectible. For the years ended June 30, 2018 and 2017, the bad debt expense was $0 and $(47), respectively.

 

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

 

 

 

2018

 

 

2017

 

Raw materials

 

$ 354,912

 

 

$ 433,637

 

Work in process

 

 

84,737

 

 

 

84,364

 

Total inventory

 

$ 439,649

 

 

$ 518,001

 

 

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

 

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

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

Leasehold improvements

 

 

39

 

 

$ 274,869

 

 

$ 274,869

 

Leasehold improvements

 

 

 

 

 

 

 

 

 

 

 

 

Furniture, fixtures and equipment

 

 

5

 

 

 

78,222

 

 

 

78,222

 

Computers and software

 

 

3

 

 

 

193,204

 

 

 

186,517

 

Machinery and equipment

 

 

10

 

 

 

744,672

 

 

 

741884

 

Vehicles

 

 

5

 

 

 

415,528

 

 

 

393,887

 

Land improvements

 

 

39

 

 

 

67,959

 

 

 

67,959 

 

Total property and equipment

 

 

 

 

 

 

1,774,454

 

 

 

1,743,338

 

Less accumulated depreciation

 

 

 

 

(1,353,003

 

 

(1,273,705

 

Total property and equipment

 

 

 

$ 421,451

 

 

 $

469,633 

 

 

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. There have been no such impairments of long-lived assets through June 30, 2018 and 2017.

 

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

 

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

 

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

 

Research and Development – The Company performs research and development on our metal/wood products, new product lines, and new patents. Costs, if any, are expensed as they are incurred. For the year ended June 30, 2018, expenses were $6,375 and for the year ended June 30, 2017, expenses were $52,130.

 

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

 

 
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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 fifty million shares of common stock to satisfy a convertible note entered into in August 2017. This note expires on June 30, 2019 and 10,000,000 shares of common stock can be issued in any year. When the contract noted in the subsequent events Note 10 is consummated the company will be required to issue an additional 30,000,000 shares of 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.

 

NOTE 3 - RELATED-PARTY TRANSACTIONS

 

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

 

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, 2019. 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 $17,647 was amortized and included in interest expense during the year ended June 30, 2018. During the year ended June 30, 2017 $14,706 was included in the interest expense.

 

 
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NOTE 4 – COMMITMENT AND CONTINGENCIES

 

During the year ended June 30, 2005, The Company entered into a sales and leaseback transaction with a related party. The Company sold various buildings at the corporate headquarters which house its manufacturing plants, executive offices and other buildings for $600,000 in cash. The Company simultaneously entered into a commercial lease agreement with the related party whereby the Company is committed to lease back these same properties for $6,800 per month over a ten-year term expiring December 31, 2014. On July 1, 2015 a new lease was entered into with the related party. This lease terms have a term of five years and the monthly rental is $5,500 in cash, in addition the company issued common stock as part of the transaction, this portion of the lease is covered in NOTE 9.

 

 

 

 

 

Amortization of

 

 

 

Payments

in cash

 

 

Contra equity account

 

Fiscal year end June 30, 2019

 

 

66,000

 

 

 

312,000

 

Fiscal year end June 30,2020

 

 

66,000

 

 

 

312,000

 

Total commitments

 

$ 132,000

 

 

$ 624,000

 

 

At June 30, 2018 and 2017, the Company had the following customer concentrations:

 

 

 

Sales

 

 

Accounts Receivable

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Customer A

 

*

 

 

 

14 %

 

*

 

 

 

14 %

Customer B

 

 

17 %

 

 

12 %

 

 

15 %

 

 

15 %

Customer C

 

*

 

 

*

 

 

 

13 %

 

 

16 %

Customer D

 

 

*

 

 

 

*

 

 

 

*

 

 

 

13

 %

 

*Amounts to less than 10%                                 

 

 
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NOTE 5 - EQUITY

 

During the year ended June 30, 2018 The Company did not issue any preferred or common shares. There are 100,000,000 shares of common stock authorized and at the year 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 transactions (Note 3) is converted into common stock of The Company, an additional 50,000,000 shares of common stock could be issued, resulting in dilution of the current shareholders. When the contract of October 11, 2018 is completed (see Note 9) there will be an additional 30,000,000 shares issued to the principals of Emerge Nutraceuticals, Inc.

 

NOTE 6 - INCOME TAXES

 

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

 

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

 

 

 

 

 

Tax

 

 

 

 

Tax

 

 

 

 2018

 

 

 Rate

 

 

2017

 

 

Rate

 

Expected income tax benefit at statutory rate of 39%

 

$ 188,000

 

 

 

39 %

 

$ 169,000

 

 

 

39 %

Permanent differences

 

 

(124,000 )

 

(26

 %)

 

 

(124,000 )

 

(30

 %)

Change in estimate

 

 

-0-

 

 

 

-0-

 

 

 

(17,000 )

 

(4

 %)

Change in valuation allowance

 

 

(64,000 )

 

(6

 %)

 

 

(28,000 )

 

(6

 %)

Income tax expense (benefit)

 

 

 

 

 

$ -0-

 

 

 

 

 

 

$ -0-

 

 

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:

 

2018

 

 

2017

 

Tax benefit of net operating loss carry-forward

 

$ 497,000

 

 

$ 465,000

 

Book and tax difference

 

 

102,000

 

 

 

89,000

 

Less: valuation allowance

 

 

(599,000 )

 

 

(554,000 )

Net deferred tax asset

 

$ -0-

 

 

$ -0-

 

 

The Company 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.

 

 
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At June 30, 2018 the deferred tax valuation allowance increased by $64,000. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The deferred tax assets represent the amounts expected to be realized before expiration. The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As of June 30, 2018 and 2017, the Company established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

 

For the years ended June 30, 2018 and 2017, no amounts have been recognized for uncertain tax positions and no amounts have been recognized related to interest or penalties related to uncertain tax positions. The Company has determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company is currently subject to a three-year statute of limitations by major tax jurisdictions.

 

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.

 

NOTE 8 – STOCKHOLDER’S EQUITY

 

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

 

NOTE 9 - SUBSEQUENT EVENTS

 

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.

  

 
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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.

 

 
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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 )

 

$ -

 

 

 
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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 )

 

 
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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.

 

 
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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.

   

 
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METWOOD, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018 AND JUNE 30, 2017

 

Notes to Unaudited Pro Forma Financial statements:

 

1. Overview

 

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.

 

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.

 

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

 

 

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

   

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

 

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

 

Item 9A. Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal control over financial reporting and determined that our internal control over financial reporting was ineffective as of June 30, 2018 due to material weaknesses. A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 1305 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. Management’s assessment identified the following material weaknesses in internal control over financial reporting:

 

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

 

(b) Changes in internal control over financial reporting

 

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

 

Item 9B. Other Information

 

None.

 

 
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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Identification of Directors and Executive Officers

 

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

 

Name

 

Position and Background

Robert M. Callahan

 

President and CEO

 

 

 

Mr. Callahan has been involved in the building industry for over thirty years. He is well recognized in southwestern Virginia as an innovator in the uses of passive solar design and wood/metal products in custom home building. Along with Mr. Ronald Shiflett, he formed Metwood, Inc. in 1993 to bring light-gage construction, used in commercial building for years, into common use in residential construction.

 

 

 

Shawn A. Callahan

 

Secretary/Treasurer/CFO/VP/General Manager

 

 

 

Education: MBA Accounting, University of Phoenix B.S. Computer Science and Mathematics, Virginia Military Institute Since starting with Metwood, Inc. in May 1996, Mr. Callahan has played a major role in the restructuring of the Company, increasing production, improving efficiency, and developing computer aids for the Company.

   

Term of Office

 

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

 

Family Relationships

 

Robert Callahan is the father of Shawn Callahan.

 

Involvement in Certain Legal Proceedings

 

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

 

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

 

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

 

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

 

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

 

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

 

Compliance with Section 16(a) of the Exchange Act

 

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

 

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

 

 
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Item 11. Executive Compensation

 

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

 

Summary Compensation Table

 

 

 

Fiscal

 

Annual

 

 

Bonuses

 

 

Other

Compensation

 

 

Restricted

Stock

Awards

 

 

LTIP

Options

 

 

Restricted

Stock

Bonuses

 

 

 

Year

 

Salary

 

 

 

(1)

 

 

(2)

 

 

 

(3)

 

 

 

(4)

 

 

 

(4)

Robert M. Callahan

 

2018

 

$ 70,000

 

 

$ -0-

 

 

 

-0-

 

 

$ -0-

 

 

 

-0-

 

 

 

-0-

 

 

 

2017

 

$ 87,115

 

 

$ -0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

2016

 

$ 55,192

 

 

$ -0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

Shawn A. Callahan

 

2018

 

$ 73,692

 

 

$ -0-

 

 

 

-0-

 

 

$ -0-

 

 

 

-0-

 

 

 

-0-

 

 

 

2017

 

$ 74,422

 

 

$ -0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

2016

 

$ 74,538

 

 

$ -0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

___________ 

(1) The dollar value of bonuses (cash and non-cash) received.

 

 

(2) During the periods covered by the table, the Company did not pay any other annual compensation not properly categorized as salary or bonus, including perquisites and other personal benefits, securities or property.

 

 

(3) During the periods covered by the table, the Company made no restricted stock awards.

 

 

(4) The Company currently has no stock option or restricted stock bonus plans.

  

No member of our management has been granted any option or stock appreciation right; accordingly, no tables relating to such items have been included within this item.

 

Compensation of Directors

 

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

 

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

 

 
33
 
Table of Contents

 

Termination of Employment and Change of Control Arrangement

 

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

 

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

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth the shares held by those persons who owned more than five percent of Metwood’s common stock as of June 3, 2019 based upon 17,766,647 shares outstanding:

 

Greater Than 5% Owners

 

Title of Class

 

Name and Address of Beneficial Owner

 

No. of

Shares

 

 

Percent of

Class

 

Common

 

Robert Callahan 819 Naff Boones Mill, Va.

 

 

11,776,647 (1)

 

66.2

%

Common

 

Ronald Shiflett 638 Patti Road Rocky Mount, Va.

 

 

1,000,000

 

 

 

5.6 %

__________ 

(1) Includes direct and indirect interests. There are 11 . 0 5 3 ,600 common shares included in this amount that are owned in the names of family members of Mr. Callahan.

 

Security Ownership of Management

 

The following table sets forth the shares held by Metwood directors and officers as of March 7, 2019

 

Management Ownership

 

 

 

Name and Address

 

No. of

 

 

Percent

 

Title of Class

 

Of Beneficial Owner

 

Shares

 

 

of Class

 

 

 

 

 

 

 

 

 

 

Common

 

Robert Callahan 819 Naff Road Boones Mill, VA 24065

 

 

11,776,634

 

 

 

66.2 %

 

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

 

 
34
 
Table of Contents

 

Changes in Control

 

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

 

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

 

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

 

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

 

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

 

Item 14. Principal Accounting Fees and Services

 

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

 

 

 

2018

 

 

2017

 

Audit fees

 

$ 30,000

 

 

$ 30,000

 

Audit-related fees

 

 

-

 

 

 

-

 

Tax fees

 

 

-

 

 

 

-

 

All other fees

 

 

-

 

 

 

-

 

Total

 

$ 30,000

 

 

$ 30,000

 

  

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

 

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

 

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

 

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

 

 
35
 
Table of Contents

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

NUMBER

 

DESCRIPTION

 

 

 

3(i)*

 

Articles of Incorporation

 

 

 

3(ii)*

 

By-laws

 

 

 

10.1**

 

Agreement with Emerge Nuetracueticals, Inc.

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Securties Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

 

 

 

32

 

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

___________ 

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

 

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

 

 
36
 
Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       
Date: August 27, 2019 /s/ Keith Thomas

 

 

Keith Thomas  
    CEO and Director and Financial Officer  

 

 

 

 

Date: August 27, 2019

 

/s/ Keith Thomas

 

 

 

Keith Thomas

 

 

 

Financial Officer

 

 

 

37

 

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