Item 1.01. Entry into a Material Definitive Agreement.

On June 29, 2019 Metwood, Inc. (the "Company") entered into an agreement to sell the control block of fifteen (5,000,000) million common shares of the Company to Emerge Nutraceuticals, Inc., a Florida Corporation for 500 common stock of Emerge Nutraceuticals and three hundred thousand dollars ($300,000). At the same time an agreement was entered into to sell all the assets of Metwood, Inc, a Virginia corporation to Cahas Mountain Properties, LLC, a Virginia limited liability company, the consideration for this sale is Nine million four hundred thousand (9,400,000) shares of common stock of the "Company".

Item 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers.

On June 29, 2019, the Company received a letter of resignation letter from Robert M. Callahan for all positions With the Company including Chief Executive Officer and Director. On June 29, 2019 the Company received a letter of resignation from Shawn A. Callahan for all positions with the Company including President, Chief Financial Officer and Director.

These resignations were not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

On June 29, 2019, the following officers were appointed Keith M. Thomas Chief Executive Officer and Shawn Phillips President. Appointed to the Board of Directors, Keith M. Thomas, Chairman, Shawn Phillips and Raffaela Thomas.

Keith M. Thomas and Raffaela Thomas are mother and son.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith this Current Report on Form 8-K





  10.1     Stock Purchase Agreement

  10.2     Asset Purchase Agreement





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