UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C.20549



FORM10-K /A

Amendment
No. 2



[X]
ANNUALREPORTPURSUANTTOSECTION13OR15(d)
OFTHE
SECURITIESEXCHANGEACTOF1934

For
thefiscalyearendedJune30,2014



[
]TRANSITIONREPORTPURSUANTTOSECTION13OR
15(d)OFTHESECURITIESEXCHANGE
ACTOF

1934

For
thetransitionperiodfrom________to________



Commission
filenumber000-05391



METWOOD,
INC.

(Exact
nameofregistrantasspecifiedinitscharter)



NEVADA83-0210365

(State
orotherjurisdiction
IRS Employer of incorporation or organization
Identification No.)



819
NaffRoad,Boones
Mill,VA24065

(Address
ofprincipalexecutiveoffices)



(540)
334-4294

(Registrant's
telephonenumber,includingareacode)



Securities
registeredpursuanttoSection12(b)of
theAct:

None



Securities
registeredpursuanttoSection12(g)of
theAct:

$0.001
ParValueCommonVotingStock

(Title
ofClass)



Indicate
bycheckmarkiftheregistrantisawell-knownseasonedissuer,asdefinedinRule405oftheSecurities Act.Yes☐No ☒



Indicate
bycheckmarkiftheregistrantisnotrequiredtofilereportspursuanttoSection13
orSection15(d)of
the Act.Yes☐No☒



Indicate
bycheckmarkwhethertheregistrant(1)hasfiledallreportsrequiredtobefiledbySection13
or15(d)
ofthe Securities ExchangeActof1934duringthepreceding12months(orforsuchshorterperiodthattheregistrant
was required tofilesuchreports),and(2)hasbeensubjecttosuchfilingrequirements for
thepast90 days. Yes ☒No☐



Indicate
bycheckmarkwhethertheregistranthassubmittedelectronicallyandpostedonitscorporatewebsite, if any, everyInteractive
DataFilerequiredtobesubmittedandpostedpursuanttoRule405of RegulationS-T (§232.405 ofthischapter)
duringthepreceding
12months(orforsuchshorterperiodthattheregistrant wasrequired
to submitandpost suchfiles). Yes ☒No
☐



Indicate
bycheckmarkifdisclosureofdelinquentfilerspursuanttoItem405ofRegulationS-K

(§229.405
of this chapter) isnot contained herein,and willnotbe
contained,tothebestofregistrant'sknowledge,indefinitiveproxyor information
statements incorporatedbyreferenceinPartIIIofthisForm10-KoranyamendmenttothisForm10-K. Yes ☒ No☐





Indicate
bycheckmarkwhethertheregistrantisalargeacceleratedfiler,anacceleratedfiler,anon-acceleratedfiler, or asmallerreportingcompany.Seethedefinitionsof“largeacceleratedfiler,”
“acceleratedfiler,”anda"smaller reporting company”
inRule12b-2oftheExchangeAct.



Large
acceleratedfilerAccelerated
filer ☐Non-accelerated filer☐(Donotcheckifasmallerreportingcompany)Smallerreportingcompany☒



Indicate
bycheckmarkwhethertheregistrantisashellcompany(asdefinedinRule12b-2oftheAct). Yes ☐No ☒





As
ofSeptember 29, 2014,theaggregatemarketvalueofthe5,720,015commonsharesoutstanding
(basedupon theaverageofthebidprice($.5)reported
ontheOTCQBMarket)heldbynon-affiliates
was$2,860,000.

As
ofSeptember 29, 2014,thenumberofsharesoutstandingoftheregistrant'scommonstock,$0.001parvalue (the onlyclass ofvotingstock),was15,221,647shares.





ii













METWOOD,
INC.ANDSUBSIDIARY

FORM
10-K

TABLE
OFCONTENTS



| | ITEM    |  | PART I                                                                                                        |  | PAGE | 
| | ------- |  | ------------------------------------------------------------------------------------------------------------- |  | ---- | 
| |         |  |                                                                                                               |  |      | 
| | Item 1  |  | Description of Business                                                                                       |  | 2    | 
| | Item 1A |  | Risk Factors                                                                                                  |  | 4    | 
| | Item 2  |  | Properties                                                                                                    |  | 5    | 
| | Item 3  |  | Legal Proceedings                                                                                             |  | 5    | 
| |         |  |                                                                                                               |  |      | 
| |         |  | PART II                                                                                                       |  |      | 
| | Item 5  |  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issurer Purchases of Equity Securities |  | 6    | 
| | Item 7  |  | Management’s Discussion and Analysis or Plan of Operation                                                     |  | 8    | 
| | Item 8  |  | Financial Statements and Supplementary Data                                                                   |  | 14   | 
| | Item 9  |  | Changes
inandDisagreementswithAccountantsonAccounting
and Financial Disclosure                                |  | 14   | 
| | Item 9A |  | Controls and Procedures                                                                                       |  | 16   | 
| | Item 9B |  | Other Information                                                                                             |  | 16   | 
| |         |  |                                                                                                               |  |      | 
| |         |  | PART III                                                                                                      |  |      | 
| | Item 10 |  | Directors, Executive Officers and Corporate Governance                                                        |  | 17   | 
| | Item 11 |  | Executive Compensation                                                                                        |  | 18   | 
| | Item 12 |  | Security Ownership ofCertainBeneficialOwners andManagement and RelatedStockholder Matters                     |  | 19   | 
| | Item 13 |  | Certain Relationships andRelatedTransactions,andDirector Independence                                         |  | 20   | 
| | Item 14 |  | Principal Accounting Fees and Services                                                                        |  |      | 
| |         |  |                                                                                                               |  |      | 
| |         |  | PART IV                                                                                                       |  |      | 
| | Item 15 |  | Exhibits and Financial Statement Schedules                                                                    |  | 21   | 
| |         |  |                                                                                                               |  |      | 
| |         |  | Signatures                                                                                                    |  | 22   | 





iii











SPECIAL
NOTEREGARDINGFORWARD-LOOKING
STATEMENTS



This
AnnualReportonForm10-Kcontainscertainforward-looking
statementswithinthemeaning of thePrivateSecuritiesLitigationReformActof1995withrespect
tothefinancial
condition,results of operations,business
strategies, operating efficiencies orsynergies,
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
27AoftheSecurities
Act.



(1)


(table of contents)




PART
I



Item
1.Description
ofBusiness



Business
Development



The
companywasincorporatedunderthelawsofthe
StateofWyomingonJune
19,1969.
Following an involuntary
dissolution
forfailure
tofileanannualreport,thecompany
wasreinstated
asa Wyoming corporation onOctober
14, 1999. OnJanuary 28, 2000, the company, through a majority
shareholder vote, changedits 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, ifany,towhichtheywouldbeentitledundertheWyomingCorporationStatutes
with respect to the rights of dissenting
shareholders. The company also changed
its par value to $.001 and the amount of
authorizedcommonstockto100,000,000
shares.



Prior
to1990,thecompanywasengaged
inthebusiness
ofexploring
forand
producing
oilandgasin the RockyMountain andmid-continentalareas of the
United States.Thecompany liquidated substantially
allofits assetsin 1990and was dormant
untilJune 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 exhibitsfiledAugust
11, 2000.
Metwood has been inthemetalandmetal/woodconstruction
materials manufacturing business since 1992. Following the acquisition, the company
approved a name changefromEMCEnergies,
Inc. toMetwood, Inc.



Effective
January1,2002,MetwoodacquiredcertainassetsofProvidenceEngineering,
PC ("Providence"), aprofessionalengineeringfirmwithcustomers
inthesame 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 anoperating
segment of theCompany.
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
("theCompany,""We,""Us,"
"Our")providesconstruction-related
productsand
engineering
services toresidential
customersandcontractors,
commercialcontractors,
developersandretail enterprises, primarily
insouthwesternVirginia.



Principal
ProductsorServicesandMarkets



Residential
buildersareawareofthesuperiority ofsteelframing
vs.woodframing,insofar
assteelframing islighter;stronger;
termite,pest,rot
andfire resistant;anddimensionally
morestable
in withstanding inducedloads. Although
use of steel framing in residentialconstruction has
generally increased each yearsince 1980, many residential builders have been hesitant
toutilize steel due
to the need to retrain framers and subcontractors
who are accustomed toa "stick-built"
construction
method where components are laid out and assembled with nails
and screws. The Company's founders
saw the need tocombine the
strengthand durability of steel withthe
convenience and familiarity of
wood and
wood fasteners.



Metwood
manufactureslight-gagesteelconstructionmaterials,usuallycombinedwithwoodorwoodfasteners,
foruse inresidential
andcommercialapplicationsinplace 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
primaryproductsare:



·TUFFBEAM-internallyreinforced
cold-formed steelbeam

·TUFFJOIST-cold-formedsteeljointsystem

·TUFFJOIST+-internallyreinforcedcold-formed steeljoist

·TUFFFLOORSYSTEM-combinations
ofTUFFBEAM,NUJOISTandTUFFJOIST

are
utilized to make up acompletefloor system

·TUFFDECK-concretedecksystems

·RIMBEAM-internallyreinforced
CFSloaddistributionmember

·TUFFFRAME3.5&5.5-afullyproprietarypanelizedloadbearing
andnon-load
bearing

CFS
wallframingsolution

·TUFFTRUSS2.0-aproprietaryroofand floortrusssystem

·Aegis-MetwoodisadistributorofAegisMetalFraming'scold-formed
steeltrusses

SURE-SPANTM

·
Trimmablesquarecolumns

·
Joistreinforcers

·
Engineering,designandcustombuilding services





(2)


(table of contents)




Metwood's
servicesincludeprovidingitscustomers,throughastrategicpartnershipwithanoutside
engineering firm,civil engineering capabilitieswhichinclude rezoningandspecialusesubmissions; erosion
andsedimentcontrolandstorm-watermanagement design;
residential, commercial, and religious facility site development design; and utilitydesign,
including water, sewer and onsite treatment systems. Metwood also performs ongoing
product researchanddevelopment.

We
alsoperformavarietyofstructuraldesignandanalysiswork,successfully
providing
solutions
for many projects,includingretainingwalls,residentialframing,commercialbuildingframing,light-gage steel fabricationdrawings,
metalbuildingretrofitsand additions, mezzanines,and seismic anchors and restraints.



The
Companyhasdesignednumerousfoundations
foravarietyofstructures.Ourfoundation
design expertise includesmetalbuildingfoundations,traditional
building constructionfoundations,atypical foundations forresidential
structures,towerfoundations, and sign
foundations for avariety of uses and applications.

We
havealsodesignedanddraftedfullbuildingplansforseveralapplications.Whensubcontracting
for localcompanies, wehavetheability,inpartnershipwithouroutsideengineeringfirm,toprovide
basic architectural,mechanical,electrical,
and detailedcivilandstructuraldesignservicesforthese facilities.

We
haverevieweddesignsbymanufacturersforavarietyofstructuresand
structuralcomponents,including
retaining walls,radiotowers,towerfoundations,signfoundations,
timbertrusses,
light- gage steeltrusses,andlight-gagesteelbeams.
Thisservice enablesclients to
takegeneric designs
and have them certified and approved for constructioninthedesired
locality.



Distribution
MethodsofProductsandServices



Our
salesareprimarilywholesale,directlytolumberyards,homeimprovementstores,hardware
stores,

and
plumbingandelectricalsuppliersinVirginiaandNorth
Carolina.
Metwood relies primarily on itsown
sales forcetogeneratesales;additionally,
however,the
Company
has distributors
inVirginia,
NewYork, Oklahoma,
ArizonaandColorado
andalsoutilizesthe
salespeople of wholesale yards stocking the Company's products as an additional
sales force.



We
are an authorizedvendor forLowe's,HomeDepot,84Lumber,StockBuilding
Supply,
ProBuild,
and many more.Wehaveseveralstockingdealersofoursquarecolumns
andreinforcing
products.We will sell directly to contractors in areas where we do not
have adealer,
but withour
national dealer relationships, we typically have a dealer to use. Metwood intends to
continue expanding the wholesale marketing
ofitsunique productsto retailers,to increase dealer sales, andto license the Company's technology andproductsto increase itsdistribution
outside of Virginia,
North Carolina
and the South.

Status
ofPubliclyAnnounced
NewProductsorServices



Metwood
hasbecomeafabricatoroftheAegissteeltrusssystemandisasupplieroftheir
products to both residentialandcommercial customers.

Seasonality
ofMarket



Our
salesaresubject
toseasonalimpacts,asourproducts
areusedinresidential
andcommercial
construction projectswhichtendtobeatpeaklevelsinVirginiaandNorthCarolinabetween
the months ofMarchand October.
Accordingly,oursalesaretypicallygreaterinour fourthandfirst 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 seasonallyimpacted. We haveshipped 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,
thereareoveronehundredmanufacturersofthetypesof
products
produced
bythe
Company. However, themajorityofthesemanufacturers
areusing
wood-only
products
orproducts
without metal reinforcement. Metwoodhas
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 aretheonlyones thatwillwork withinmanycustomers'
designspecs.



Sources
andAvailabilityofRawMaterialsandtheNamesofPrincipalSuppliers



All
oftherawmaterialsweusearereadilyavailableonthemarket
fromnumerous
suppliers.The light-gage metalusedbythecompanyissuppliedprimarily
byTellingIndustries,NewMillenium,Allied Tube & Conduit,
and Vulcraft. Our main source of lumber
is BlueLinx. Adelphia Metals, Re- Steel,
Nucor and Gerdau Amersteel providethe
majority of our rebar. Because of the
number of suppliers available to us,our decisions inpurchasing materials are dictated primarily by price and
secondarily by availability. We donot anticipate a lackof supply to affect our production;
however, a shortage might cause us to
pass on higher materials prices
to our buyers.

Dependence
onOneoraFewMajorCustomers



For
thefiscalyearsendingJune30,2014and2013,
nocustomer
accountedfor10%
ormore
oftotal sales.

Patents



The
Companyhasnine
U.S.Patents:



U.S.
PatentNos.5,519,977and7,347,031,
"JoistReinforcing
Bracket,"abracket
thatreinforces
wooden joistswith aholeforthe passage
of autility
conduit. TheCompanyrefers tothis
asitsfloor
joist patchkit.



U.S.
PatentNo.5,625,997,"Composite
Beam,"acompositebeamthatincludesanelongatedmetal shell andapierceableinsertforreceivingnails,screws orother penetrating
fasteners.

U.S.
PatentNo.5,832,691,
acontinuation
inpartofU.S.
PatentNo.5,625,997,"CompositeBeam," acompositebeamthatincludesanelongatedmetalshell
andapierceableinsertfor receiving
nails, screwsor other
penetrating
fasteners.

U.S.
PatentNo.5,921,053,"Internally
ReinforcedGirderwithPierceableNonmetalComponents,"
a girderthatincludesapairof"c"-shaped
memberssecured
togethersoastoform
ahollow
box which permits the girdertobe securedwithina buildingstructurewithconventional
fastenerssuch as nails, screws andstaples.

U.S.
PatentNos.D472,791S;D472,792S; D472,793S;
andD477,210S,
allmodifications of
Metwood's JoistReinforcingBracket,whichwill beused
forrepairsof
woodI-joists.



Each
oftheabove-mentionedpatentswasoriginallyissuedtothe
inventorsandCompany
founders, Robert CallahanandRonaldB.Shiflett,wholicensedthesepatentstous.

(3)


(table of contents)




Need
forGovernmentApprovalofPrincipal
Products



Our
productsmusteitherbesoldwithanengineer'ssealorapplicable building
codeapproval.Currently,
weareseekingInternationalCodeCouncil("ICC")codeapproval
on ourTUFFBEAMS.



Once
thatapprovalisobtained,ourproducts
canbeusedinallfiftystatesandwill
eliminatethe
need for anengineer'ssealonindividual
products.
Todate,the Company's2x10floor
joistreinforcer
has received both Bureau Officials Code Association approval
(2001) andICC approval (2004).

Time
SpentDuringtheLastTwoFiscalYearsonResearchandDevelopment
Activities



Approximately
fifteenpercentofourtimeandresourceshavebeen
spentduringthelasttwofiscalyears
researching anddeveloping ourmetal/woodproducts, new product
lines,and
newpatents.



Costs
andEffectsofCompliancewithEnvironmentalLaws



We
do notincuranycoststocomplywithenvironmental
laws.Weareanenvironmentallyfriendlybusiness
inthatour productsarefabricatedfromrecycledsteel.



Number
ofTotalEmployeesandNumberofFull-TimeEmployees



We
had fourteenemployeesatJune30,2014,thirteenofwhomwerefull
time.

Item
1A.RiskFactors



Our
businessissubject
tovariousrisks,including
thosedescribedbelow.Youshould
carefullyconsider thefollowingriskfactorsand
all other information
containedin
this Form10-K.
If any of the following events or
outcomes actually occurs, our business, operating results,
and financial conditions wouldlikely
suffer.

Changingeconomicconditions
couldmaterially
adverselyaffect
us-Ouroperations
andperformance dependsignificantly
onregionalandnationaleconomicconditions
andtheir
impacton
levels ofspendingby 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
financialcondition and operating
results.

Current
volatilityanddisruptioninthecapitalandcreditmarketsmay
continue
toexertdownwardpressure on our
stockprice-Thecapitalandcreditmarketshavebeenexperiencing
extreme volatility and disruption over thepast
year. Stockmarketsin general,and our
stockprice
in particular, haveexperienced significant volatility over the past year. Our stock
recently traded at historic lows.
In the future, there can be no assurance thatprice
volatilityin the
stock markets in general will abate or
that our stock price in particular
will rise. Additionally, the volatility in the credit markets couldimpactour abilitytoaccessnew
financing.

We
haveahistoryofoperating
lossesand
mayincurfuture
losses.Weincurrednetlossesof$184,667 forthefiscalyearendedJune
30, 2014and$61,291for theyear endedJune
30,2013.
Our ability to generate significant revenues and maintain profitability is dependent
in large part on our
ability toexpandour customerbase;increasesalesof our productstoexistingcustomers; manage
our expense growth;enter into additional supply, licenseand collaborative arrangements; and
successfully manufacture and commercialize products incorporating our technologies
in new applications and in new markets.

(4)


(table of contents)




Item
2.Properties



During
theyearendedJune30,2005,wesoldourfacilitiesto
arelatedpartyfor $600,000
and subsequently leasedthefacilitiesback
under a long-term leaseagreement. We now
lease our facilities inBoones Mill,
Virginia, which consist of corporate offices, warehouses, a garage/vehiclemaintenance building,
and other multi-usebuildings.Theconditionof
thesebuildings isverygood.



We
donot
investinrealestateorinterests
inrealestate,realestatemortgagesor
securitiesof
orinterests inpersons
primarilyengagedinrealestateactivitiesandthereforehavenopoliciesrelated to such investments.



Item
3.LegalProceedings



We
arenotapartytoanylegalproceedings,
nor,tothebest
ofour
knowledge,areanysuchproceedings threatenedorcontemplated.



Item
4.SubmissionofMatterstoaVoteof
SecurityHolders



No
matterwassubmitted
toavoteduringtheyear.





(5)


(table of contents)






PART
II



Item
5.MarketforCommonEquityand
RelatedStockholderMatters



Because
thereisnoactivetradingmarketforMetwood,Inc.commonstock,itisdifficulttodetermine the market
valueofthestock.Basedontherecentcloseofour
common stock at July
28,2014
of $.50 per share (with a 52-week high
of $.85),
the market value
of shares held
by non-affiliates
wouldbe
$7,610,824.



Our
commonstockiscurrentlylistedontheOTCQBMarket,
themiddletieroftheOTCmarketplace,
under thesymbol"MTWD.OB."



The
followingtablesetsforthhighandlowbidinformation
foreachfullquarterly
periodwithin
the two mostrecentfiscalyears.Theseover-the-countermarketquotations
reflectinter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent
actual transactions.



|Year Ended June 30, 2014 |  |   | High |  |  |   | Bid  | 
|------------------------ |  | - | ---- |  |  | - | ---- | 
|                         |  |   |      |  |  |   |      | 
|First Quarter            |  | $ | 0.85 |  |  | $ | 0.25 | 
|Second Quarter           |  | $ | 0.50 |  |  | $ | 0.36 | 
|Third Quarter            |  | $ | 0.50 |  |  | $ | 0.50 | 
|Fourth Quarter           |  | $ | 0.50 |  |  | $ | 0.50 | 
|                         |  |   |      |  |  |   |      | 
|Year Ended June 30, 2013 |  |   |      |  |  |   |      | 
|                         |  |   |      |  |  |   |      | 
|First Quarter            |  | $ | 0.51 |  |  | $ | 0.04 | 
|Second Quarter           |  | $ | 1.35 |  |  | $ | 0.03 | 
|Third Quarter            |  | $ | 1.00 |  |  | $ | 0.08 | 
|Fourth Quarter           |  | $ | 0.45 |  |  | $ | 0.37 | 







Holders



The
approximatenumberofholdersofrecordofour
commonstockasofJuly
28,2014
was1,103.
This numberdoesnotincludeanindeterminate
number of
stockholders
whosesharesare held
by brokers in streetname. The numberofstockholdershasbeen substantially the
sameduring
thepast
ten years.

Dividends



We
havenotpaidanydividendsonourcommon
stockanddonot
intendtopaydividends
intheforeseeable future.



(6)


(table of contents)




Item
7.Management'sDiscussionandAnalysis
ofFinancial
Condition
andResults
of

Operation



Metwood
hadpreviouslyenteredintoaMemberInterestsPurchaseAgreement(the"Agreement")
dated June30, 2013
with GlobalEnergy Group.
TheCompanyhasdetermined not toconsummate the transaction.



We
anticipatethatthenexttwelvemonthswillbeaperiodofcontinued
growthasweseektofurther expand ourpresenceinnewmarketsthroughout the
United Statesthrough
increasednumbers
of distributors, licensees anddealers.
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 begreatly
enhancedandwouldlikelyleadtohigher demand.



Results
ofOperations



Below
areselectedfinancialdatafortheyearsendedJune30,
2014and2013:



|                                                                           |  | 2014 |           | 2013
|-------------------------------------------------------------------------- |  | ---- | --------- | ----
|Revenues                                                                   |  | $    | 1,933,006 |     
|Net loss                                                                   |  | $    | (244,117  | )   
|Net loss per common share                                                  |  | $    | (0.02     | )   
|Weighted
                                 averagecommon shares outstanding |  |      |           |     
|                                                                           |  |      |           |     
|At June 30, 2014 and 2013:                                                 |  |      |           |     
|Total assets                                                               |  | $    | 1,671,282 |     
|Working capital                                                            |  | $    | 808,626   |     
|Stockholders' equity                                                       |  | $    | 1,339,039 |     



No
dividendshavebeendeclaredorpaidduring
theperiods
presented.



Revenues
andCost of Sales-Grosssalesdecreased $224,373,or10%,for
theyearended June30,2014("fiscal
2014")compared to theyear ended
June 30,2013 ("fiscal
2013"). Grossprofitdecreased$249,842 (31%)from
fiscal 2013 tofiscal2014.



The
Company'ssalesdecreaseforfiscal2014versus2013
reflectsacontinuing
downtown in the overall economy and in the building industry in particular, althoughthe
commercialmarket hasovercomesomeoftheresidentialdownturn.
Thepotentialfor increased sales volume
as the Company goes forward is enhanced by the
fact that we are now
an authorized
fabricatorfor the Dynatruss light-gage steel
truss system, begun in March2008.





Cost
ofsalesincreased$25,468,or 2%,infiscal2014compared
tofiscal2013.Material costs, primarily metal products, were significantly higher in fiscal 2014 compared to fiscal 2013 and accounted
for much of the increase.





Administrative
Expenses-Thesecostsdecreased $384,080from fiscal2013
tofiscal2014.Thedecrease
resultedin large part from much lower payroll expenses and professional fees.
Weareinvestedindecreasingexpenditureswherepossibleinorder
tomaximizeournetearnings.





Other
Income (Expense)-Otherexpenses in fiscal 2014 were $20,589 compared to other income of $9,967
infiscal2013.Thechange resulted from lower finance
charge income in fiscal 2014 and also from a net loss on asset disposals compared to a gain on asset disposals in fiscal 2013.

Income
Taxes-Infiscal2014werecordedanincometaxbenefit
of$56,855comparedtoataxbenefit of $77,150infiscal2013.
Anincometaxbenefitwas recognized inbothfiscal yearsbecause, in addition to the book loss experienced, temporary ("timing")
differences between
book and tax income gave risetoa higher taxloss,whichwill be carriedforward
and offset
future
taxable income. A deferred taxasset hasbeen recorded to reflect
the potential
future
benefit of such
acarryforward.
Since the realization of such an asset is uncertain, we have also recorded a valuation
allowance
to reduce thisassettoitsnetrealizablevalue.

Liquidity
andCapitalReserves-Cashflowsusedforoperatingactiviesinfiscal
2014were$61,039versus netcashusedforoperatingactivitiesof
$158,282infiscal2013. Thedecrease
incashflows
used for operations for fiscal2014 compared to fiscal 2013 wasprimarily attributableto decreases in accounts receivable and in inventory.
Weused $76,776 for capital improvements
and purchases of
fixed assets in fiscal 2014 compared
to $29,567 in fiscal 2013.
Financing activities in fiscal2014 were $-0- compared
to $12,711 usedin fiscal2013.
Theuse
offunds
in2013wasfrom amounts repaid to a related
party.



We
havehistoricallyfundedourcashneedsthroughoperating
incomeandcreditline
drawsasneeded. We willcontinue torelyonsalesrevenueasourmainsource ofliquidity andwillincur
debtprimarily
to fundinventorypurchasesassalesgrowth
producesincreased
product demand.
Liquidityneedsthat cannot bemet by current sales revenue may also arisein certain unusual
circumstances such as has previously occurred
whenrainand snowsignificantlyslowed construction
activity andresulted in a corresponding decline
indemandfor ourproducts. Inthosecircumstances,debt may beadded
tomeet our fixed costs and to maintain inventory in anticipation of a spurt in product
demand that generally occurs once a weather-related
slowdownhas ended.



On
along-termbasis,wealsoanticipatethatproductdemand
willincreaseconsiderablyaswecontinueto expand ourmarketingandadvertisingcampaign,whichmayincludetheuseoftelevision,radio, print andinternet
advertising. Efforts are well underway toincrease
the number of
out-of-state sales representatives/brokers
who will market ourproducts
throughout
thecountry.
As salesincrease, 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 throughanadditionalfollow-on
stockoffering
ratherthantakingonmore
debt. However, there
can be no assurance that we will be able to obtain
additional equity
or debt financing
in the future. If we areunabletoraiseadditionalcapitalas needed, our
growth potential
willbe adverselyaffected,and we would have
to significantly modify ourplans

(7)


(table of contents)




Item
8.FinancialStatementsand
Supplementary
Data



| | 7951
                           SW 6thSt.
                           Suite 216
                           Plantation, Fl 33324
                           Tel: 954-424-2345
                           Fax: 954-424-2230
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Shareholders

Metwood,
Inc.



We
have audited the accompanying consolidated balance sheets of Metwood, Inc and subsidiary (“the Company”) as of June
30, 2014 and 2013 and the related consolidated statements of operations, stockholders’ equity, and consolidated cash flows
for the years ended June 30, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, 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. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
financial position of the Company as of June 30, 2014 and 2013, and the results of its operations, changes in stockholders’
equity and cash flows for the years ended June 30, 2014 and 2013 in conformity with accounting principles generally accepted in
the United States of America.







/s/ Bongiovanni
& Associates, PA

Bongiovanni
& Associates, PA

Certified
Public Accountants

Plantation,
Florida

The
United States of America

September
29 , 2014





(8)


(table of contents)










METWOOD,
INC. AND SUBSIDIARY

CONSOLIDATED
BALANCE SHEETS

JUNE
30, 2014 AND 2013



|                                                                                      |  |   | June
                                         30,
|------------------------------------------------------------------------------------- |  | - | -------------------------------------------------
|                                                                                      |  |   | 2014                                             
|ASSETS                                                                                |  |   |                                                  
|                                                                                      |  |   |                                                  
|Current Assets                                                                        |  |   |                                                  
|Cash and cash equivalents                                                             |  | $ | 36,836                                           
|Accounts receivable, net                                                              |  |   | 149,671                                          
|Inventory                                                                             |  |   | 815,192                                          
|Other current assets                                                                  |  |   | 44,356                                           
|                                                                                      |  |   |                                                  
|Total current assets                                                                  |  |   | 1,046,054                                        
|                                                                                      |  |   |                                                  
|Property and Equipment                                                                |  |   |                                                  
|Leasehold improvements                                                                |  |   | 274,869                                          
|Furniture, fixtures and equipment                                                     |  |   | 78,222                                           
|Computer hardware, software and peripherals                                           |  |   | 175,207                                          
|Machinery and shop equipment                                                          |  |   | 467,166                                          
|Vehicles                                                                              |  |   | 387,443                                          
|Land improvements                                                                     |  |   | 67,959                                           
|                                                                                      |  |   | 1,450,866                                        
|Less accumulated depreciation                                                         |  |   | (1,071,802                                       
|                                                                                      |  |   |                                                  
|Net property and equipment                                                            |  |   | 379,064                                          
|                                                                                      |  |   |                                                  
|Other Assets                                                                          |  |   |                                                  
|Deferred tax asset, less valuation reserve                                            |  |   | 246,163                                          
|                                                                                      |  |   | 246,163                                          
|                                                                                      |  |   |                                                  
|TOTAL ASSETS                                                                          |  | $ | 1,671,282                                        
|                                                                                      |  |   |                                                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                  |  |   |                                                  
|                                                                                      |  |   |                                                  
|Current Liabilities                                                                   |  |   |                                                  
|Accounts payable                                                                      |  | $ | 205,037                                          
|Customer deposits                                                                     |  |   | 13,166                                           
|Accrued expenses                                                                      |  |   | 19,225                                           
|                                                                                      |  |   |                                                  
|Total current liabilities                                                             |  |   | 237,428                                          
|                                                                                      |  |   |                                                  
|Long-term Liabilities                                                                 |  |   |                                                  
|Due to related companies and parties                                                  |  |   | 94,815                                           
|                                                                                      |  |   |                                                  
|Total long-term liabilities                                                           |  |   | 94,815                                           
|                                                                                      |  |   |                                                  
|Total liabilities                                                                     |  |   | 332,243                                          
|                                                                                      |  |   |                                                  
|Stockholders' Equity                                                                  |  |   |                                                  
|Common stock ($.001 par, 100,000,000 shares authorized;                               |  |   |                                                  
|15,221,647 shares issued and outstanding
    at June 30, 2014 and 2013, respectively) |  |   | 15,222                                           
|Common stock not yet issued ($.001 par,
    8,150 shares at                           |  |   |                                                  
|June 30, 2014 and 2013, respectively)                                                 |  |   | 8                                                
|Additional paid-in capital                                                            |  |   | 1,899,773                                        
|Retained (deficit)                                                                    |  |   | (575,964                                         
|Total stockholders' equity                                                            |  |   | 1,339,039                                        
|                                                                                      |  |   |                                                  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                             |  | $ | 1,671,282                                        



The
Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these consolidated financial
statements



(9)


(table of contents)




|METWOOD, INC. AND SUBSIDIARY                  
|----------------------------------------------
|CONSOLIDATED STATEMENTS
    OF INCOME         
|FOR THE YEARS ENDED JUNE
    30, 2014 AND 2013





|                                         |  |   | 2014       |   |  |   | 2013       |  
|---------------------------------------- |  | - | ---------- | - |  | - | ---------- | -
|REVENUES                                 |  |   |            |   |  |   |            |  
|Gross sales                              |  | $ | 1,933,006  |   |  | $ | 2,157,379  |  
|Cost of sales                            |  |   | 1,384,630  |   |  |   | 1,359,162  |  
|                                         |  |   |            |   |  |   |            |  
|Gross profit                             |  |   | 548,375    |   |  |   | 798,217    |  
|                                         |  |   |            |   |  |   |            |  
|ADMINISTRATIVE EXPENSES                  |  |   |            |   |  |   |            |  
|Advertising                              |  |   | 17,731     |   |  |   | 29,607     |  
|Bad debt provision                       |  |   | 77,192     |   |  |   | 110        |  
|Depreciation                             |  |   | 22,679     |   |  |   | 22,289     |  
|Insurance                                |  |   | 18,936     |   |  |   | 22,584     |  
|Payroll expenses                         |  |   | 440,208    |   |  |   | 767,770    |  
|Professional fees                        |  |   | 42,207     |   |  |   | 60,022     |  
|Rent                                     |  |   | 75,045     |   |  |   | 80,820     |  
|Research and development                 |  |   | 7,829      |   |  |   | 5,073      |  
|Telephone                                |  |   | 23,281     |   |  |   | 19,525     |  
|Vehicle                                  |  |   | 26,596     |   |  |   | 30,683     |  
|Other                                    |  |   | 77,054     |   |  |   | 174,355    |  
|                                         |  |   |            |   |  |   |            |  
|Total administrative expenses            |  |   | 828,758    |   |  |   | 1,212,838  |  
|                                         |  |   |            |   |  |   |            |  
|Operating loss                           |  |   | (280,383   | ) |  |   | (414,621   | )
|                                         |  |   |            |   |  |   |            |  
|Other Income (Expense)                   |  |   | (20,589    | ) |  |   | 9,967      |  
|                                         |  |   |            |   |  |   |            |  
|(Loss) before income taxes               |  |   | (300,972   | ) |  |   | (404,654   | )
|                                         |  |   |            |   |  |   |            |  
|Income tax benefit                       |  |   | (56,855    | ) |  |   | (77,150    | )
|                                         |  |   |            |   |  |   |            |  
|Net (Loss)                               |  | $ | (244,117   | ) |  | $ | (327,504   | )
|                                         |  |   |            |   |  |   |            |  
|Basic and diluted loss per common share  |  | $ | (0.02      | ) |  | $ | (0.02      | )
|                                         |  |   |            |   |  |   |            |  
|Weighted average number of common shares |  |   | 15,221,647 |   |  |   | 15,221,647 |  





The
Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these consolidated financial
statements

(10)


(table of contents)








|METWOOD,
    INC. AND SUBSIDIARY                   
|---------------------------------------------------
|CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS' EQUITY
|FOR
    THE YEARS ENDED JUNE 30, 2014 AND 2013     



|                         | Common
                                         Shares
                                                                    (000s) |  |   | Common
                                         Shares
                                                                                ($.001
                                         Par) |  |  | Common
                                         Shares Not Yet Issued
                                                                                (000s) |  |  |   | Common
                                         Shares Not Yet Issued
                                                                                ($.001
                                         Par) |  |  | Additional
                                         Paid-In
                                             Capital |  |   | Retained
                                                                                Earnings
                                         (deficit)
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---------------------------------------------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------
|                         |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|Balances July 1, 2012    | 12,232                                                                                                                            |  | $ | 12,232                                                                                                                                                                                      |  |  | 8                                                                                                                                                            |  |  | $ | 8                                                                                                                                                                                                          |  |  | 1,544,268                                                                                                        |  | $ | (4,343)                                                                                                                                             
|                         |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|Issuance of common stock |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|to employees             | 560                                                                                                                               |  |   | 560                                                                                                                                                                                         |  |  | —                                                                                                                                                            |  |  |   | —                                                                                                                                                                                                          |  |  | 285,040                                                                                                          |  |   | —                                                                                                                                                   
|                         |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|Issuance of common stock |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|to related company       | 2,430                                                                                                                             |  |   | 2,430                                                                                                                                                                                       |  |  | —                                                                                                                                                            |  |  |   | —                                                                                                                                                                                                          |  |  | 70,465                                                                                                           |  |   | —                                                                                                                                                   
|                         |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|Net loss for year        | —                                                                                                                                 |  |   | —                                                                                                                                                                                           |  |  | —                                                                                                                                                            |  |  |   | —                                                                                                                                                                                                          |  |  | —                                                                                                                |  |   | (327,504)                                                                                                                                           
|                         |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|Balances June 30, 2013   | 15,222                                                                                                                            |  | $ | 15,222                                                                                                                                                                                      |  |  | 8                                                                                                                                                            |  |  | $ | 8                                                                                                                                                                                                          |  |  | 1,899,773                                                                                                        |  | $ | (331,847)                                                                                                                                           
|                         |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|Net loss for year        | —                                                                                                                                 |  |   | —                                                                                                                                                                                           |  |  | —                                                                                                                                                            |  |  |   | —                                                                                                                                                                                                          |  |  | —                                                                                                                |  |   | (244,117)                                                                                                                                           
|                         |                                                                                                                                   |  |   |                                                                                                                                                                                             |  |  |                                                                                                                                                              |  |  |   |                                                                                                                                                                                                            |  |  |                                                                                                                  |  |   |                                                                                                                                                     
|Balances June 30, 2014   | 15,222                                                                                                                            |  | $ | 15,222                                                                                                                                                                                      |  |  | 8                                                                                                                                                            |  |  | $ | 8                                                                                                                                                                                                          |  |  | 1,899,773                                                                                                        |  | $ | (575,964)                                                                                                                                           



The
Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these consolidated financial
statements



(11)


(table of contents)






|METWOOD, INC. AND SUBSIDIARY                             
|---------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                    
|FOR THE YEARS ENDED JUNE 30, 2014 AND 2013               
|                                                         
|                                                         
|OPERATING ACTIVITIES                                     
|Net loss                                                 
|Adjustments to reconcile net loss to net cash provided by
|(used for) operating activities:                         
|Depreciation, net of property disposals                  
|Issuance of common stock                                 
|Loss on preperty disposals                               
|Provision for deferred income taxes                      
|(Increase) decrease in operating assets:                 
|Accounts receivable                                      
|Impairment loss on intangible assets                     
|Inventory                                                
|Prepaid expenses                                         
|Other current assets                                     
|Refundable income taxes                                  
|Increase in operating liabilities:                       
|Accounts payable, customer deposits and accrued expenses 
|Net cash provided by (used in) operating activities      
|                                                         
|INVESTING ACTIVITIES                                     
|Property, plant and equipment:                           
|Purchases                                                
|Net cash provided by (used in) investing activities      
|                                                         
|FINANCING ACTIVITIES                                     
|Net repayment to related party                           
|Net borrowings from vehicle financing                    
|Net cash (used in) financing activities                  
|                                                         
|Net increase (decrease) in cash                          
|                                                         
|Cash, beginning of the year                              
|                                                         
|Cash, end of the year                                    



|The
                                         Report of Independent Registered Public Accounting Firm and accompanying notes are an
                                         integral part of these consolidated financial statements.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(12)


(table of contents)






METWOOD,
INC.ANDSUBSIDIARY

NOTES
TOCONSOLIDATEDFINANCIALSTATEMENTS

JUNE
30,2014AND2013



NOTE
1-ORGANIZATIONANDOPERATIONS



Metwood,
Inc.("Metwood")
wasorganizedunderthelawsof
theCommonwealth
ofVirginia
onApril 7,
1993. OnJune30,2000,MetwoodenteredintoanAgreement
andPlanof
Reorganizationin which themajority of itsoutstanding
common stock was acquired bya publicly held Nevada
shell corporation.
The acquisitionwas a tax-free exchange for federal
andstate income tax purposes
and was accounted for as a reverse merger in accordance with Accounting
Principles
Board ("APB")
Opinion No.16. Upon acquisition, thenameof theshell corporation
was changed to Metwood, Inc.,
and Metwood, Inc., the Virginiacorporation, became
a wholly owned subsidiary
of Metwood, Inc., the Nevada corporation.
The publicly traded shell corporation had not
had a material operating
history forseveralyearspriortothe
merger.

Effective
January1,2002,MetwoodacquiredcertainassetsofProvidence
Engineering,
PC("Providence"), aprofessionalengineeringfirmwithcustomersin the
sameproximity asMetwood, for $350,000 and accounted for
the transaction under
the purchase method
of accounting.
As ofJune
30, 2012, Providenceis no longer anoperating
segmentofthe Company. We haveconcluded that the majority of the engineering portion of the
business can 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 eliminatethe needfor
individual engineering seals.

We
provideconstruction-relatedproducts and
engineeringservicestoresidential
customersandcontractors, commercial
contractors,developers and retailenterprises,
primarily insouthwestern
Virginia.

(13)


(table of contents)




NOTE
2-SUMMARYOFSIGNIFICANTACCOUNTING
PRACTICES



Basis
ofPresentation- ThefinancialstatementsincludetheaccountsofMetwood,
Inc.(aNevadacorporation)
andits whollyownedsubsidiary,
MetwoodInc.
(a Virginiacorporation) prepared
in accordance withaccountingprinciples
generally accepted in theUnited Statesof
America and pursuant totherulesandregulations
of theSecurities and
Exchange Commission.
All significant intercompany balancesand transactions have
been eliminated.



Management's
UseofEstimates-Thepreparationofconsolidatedfinancialstatementsinconformity
with accountingprinciplesgenerallyacceptedintheUnitedStatesofAmericarequiresmanagement
to makeestimatesandassumptionsthataffectthereportedamountsofassets andliabilitiesand disclosures ofcontingentassets
andliabilities atthe
date ofconsolidatedfinancial statements
and the reported amounts of revenues and
expenses during the reporting period. Actualresultscould differ
from those estimates.

Fair
ValueofFinancial
Instruments-Forcertainofourfinancialinstruments,none of
which areheldfor
trading,includingcash,accountsreceivable,accountspayableandaccruedexpenses,and
thebank
lines ofcredit,thecarryingamountsapproximatefairvalueduetotheir
shortmaturities.



Cash
andCashEquivalents-
ForpurposesoftheConsolidated
StatementsofCashFlows,weconsider
liquid investmentswithanoriginalmaturityofthreemonthsorlesstobecashequivalents.We maintain ourcash in bank depositaccounts,
which,at times, may exceed thefederally
insured limit of $250,000. We have not experienced any losses in such accounts
and believe we are not exposed
to any significant credit risk on cash andcashequivalents.

Accounts
Receivable-Wegrantcreditintheformofunsecuredaccountsreceivable
toourcustomers based onanevaluation
oftheirfinancial condition.
We perform ongoingcreditevaluations
of our customers. The estimate of the allowance
for doubtful accounts,
which ischargedoff
tobad debt expense, is based onmanagement’s assessment of current economic conditions and historical collection experience with each customer. At
June 30, 2014
and 2013,
the allowance for
doubtful
accounts
was $7,800 and $5,000, 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, 2014 and 2013, the bad debt expense was
$77,192 and $110, respectively.



Inventory-Inventory,consistingprimarilyofmetalandwoodrawmaterials,islocatedonourpremises and isstatedatthelowerofcostormarketusingthe
first-in,
first-out
method.



Property
andEquipment-Property
andequipment
arestated
atcost
lessaccumulateddepreciation
and are depreciatedover
theirestimated
useful
livesusing
thestraight-line
method.Recovery
periodsrange
from threetothirty-nine
years.Upon
retirementorsale,
thecost
andrelated
accumulateddepreciation
are removed from the balance sheet, and the resulting gain or loss is reflected in other
income and expense.
Maintenanceand
repairsare
charged
tooperations
asincurred



Impairment
ofLong-livedAssets-
Weevaluateourlong-livedassetsforindicationsofpossibleimpairment whenevereventsorchangesincircumstancesindicatethatthecarryingamountof
anasset may notberecoverable. Recoverabilityismeasuredbycomparingthe carrying amountsto
thefuture net undiscounted cash flows
which the assets are expected
to generate. Should an impairment exist, the impairment would bemeasuredby theamount by whichthecarryingamountof
theassets exceeds
the projected discounted future
cashflows
arising from the
asset. There have been no such impairments of
long-lived assets through June 30,
2014and
2013.

Patents-Wehavebeenassignedseveralkeyproductpatentsdevelopedbycertain
Companyofficers. No valuehasbeenrecordedinourfinancialstatementsbecausethefairvalue of
thepatents was
not determinable withinreasonablelimitsatthedateofassignment.



Revenue
Recognition-Revenueisrecognizedwhengoodsareshipped
andearnedorwhen
services are performed,providedcollectionof
theresulting
receivableisprobable.Ifanymaterialcontingencies arepresent,
revenuerecognition is delayed untilall
material contingenciesare eliminated. Further, no revenue is recognized unless collection
of the applicable consideration
is probable.

Income
Taxes-Incometaxesareaccountedforinaccordance
withFASB
ASC740,
IncomeTaxes.A deferredtaxassetorliabilityisrecordedforalltemporary differences
between financial
and tax reporting and for net operating
loss carryforwards,
where applicable.
Deferred tax assets are reduced by a valuation
allowance when, intheopinionof management,itismore likelythan
not that
some portion or the entire deferred
tax asset will not
be realized. Deferred tax assets and liabilities
are adjusted forthe effectofchanges intaxlaws andrates onthe
date ofenactment.

Research
andDevelopment-Weperformresearchanddevelopmenton
ourmetal/woodproducts,
new productlines,
andnew
patents.Costs,ifany,areexpensed astheyare incurred.
For the year ended June 30,
2014, expenses
were $7,829and for
the year ended June
30, 2013,
expenseswere $5,073.

Advertising-Weexpenseadvertisingcostsasincurred.
However,certainexpenditures
aretreatedas prepaid(suchastradeshowfees)ifthey
areforgoods or serviceswhichwillnot
bereceived until after theendofthe
accounting period. Thesecosts aresubsequently
recognized asexpenses inthose
periods inwhichthe goods orservices
arereceived.



Earnings
PerCommonShare-Basicearningspershareamountsarebasedonthe
weighted average shares ofcommon stock
outstanding.
Ifapplicable,dilutedearningspersharewould 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.

Recent
AccountingPronouncements–InMay 2014,the
FASBissued
ASU No.2014-09, Revenue from Contracts with Customers(Topic606) (“ASU
2014-09").
WithASU2014-09,the FASBsupersedes the
revenue recognition requirements of Topic 605, Revenue Recognition, and most industry-specific guidance. ASU 2014-09 sets forth
an entirely new revenue recognition model, codified in FASB ASC 606-10, requiring that contracts be identified, performance obligations
be identified, the transaction price be determined and allocated to performance obligations, and revenue be recognized upon satisfaction
of performance obligations. ASU 2014-09 is effective for public companies for annual periods beginning after December 15, 2016
and interim periods within those annual periods. Early adoption is not permitted.

In
July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating
Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires that
an unrecognized tax benefit, or a portion of an unrecognized benefit, should be presented in the financial statements as a reduction
to a deferred tax asset for a net operating loss carryforward except to the extent a net operating loss carryforward, a similar
tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction
to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable
jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose,
the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred
tax assets. In assessing whether a loss or tax credit carryforward is available to settle additional income taxes at the reporting
date, entities would not consider future developments such as the subsequent expiration of a deferred tax asset. The assessment
would only reflect conditions present at the reporting date. The ASU is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2013.

Management doesnot believethat
anyother recentlyissued,but notyeteffectiveaccountingpronouncements,
ifadopted,wouldhaveamaterialeffectontheaccompanyingconsolidated financial
statements.





(14)


(table of contents)






NOTE
3-RELATED-PARTYTRANSACTIONS



For
theyearsendedJune30,2014
and2013,
wehadsalesof$18,721and$21,455,
respectively,to a related company 50% owned by our CEO.AsofJune30,2014and2013,
therelated receivable
was$-0-.



Also,
fromtimetotimewecontractwiththis relatedcompany
which providescapitalimprovementsandmaintenanceworkonour
buildings
and grounds. Billingsforsuch services duringtheyears endedJune30, 2014and 2013
were$2,585and10,080,respectively.



Additionally,
Metwood has a note payable to the related company incurred for services provided. The balances at June 30, 2014 and 2013 were
$94,815 and $100,000, respectively.





NOTE
4-COMMITMENT

In
prior years,weimplementedastock-basedincentivecompensationplanforouremployees.Participating
employeeshaveanafter-taxdeductionwithheldbytheCompanythroughout
the calendar year. As of December 31
of each year, the employee is considered vested in the plan, and we will
match theparticipating employee's withheld amounts. We may also makeadiscretionary
contribution based upon pay incentives or attendance. Periodically, we will
purchase restricted stock on behalf of the employee in the amount of his
withholdings, our match, and any discretionary
contributions.





NOTE
5-EQUITY



During
theyearendedJune30,2013,weissued560,000commonsharesfor
thebenefit
of employees
included inourstock-basedincentivecompensationprogram.
Inaddition,2,429,850
shareswere
issuedtoarelatedparty aspaymentforafinder's
fee during the year ended June 30, 2013. Therewereno shares
issued in the program for the year ended
June 30,2014



NOTE
6-SALEOFFIXEDASSETS
ANDRELATEDOPERATINGLEASE



During
theyearendedJune30,2005,weenteredintoasaleandleasebacktransaction
witharelated party. Wesoldthevarious
buildingsatourcorporate headquarters
whichhouse
our manufacturing	
plants, executiveofficesandother buildings for
$600,000 in cash. We simultaneously entered
into a commercial lease agreement with the related party whereby we have been committed to lease back these same properties over
a ten-year term expiring December
31, 2014. Rent expense
charged to operations related to the commercial lease for the years ended June 30, 2014 and 2013 was $76,000 and $81,600,
respectively.



Future
minimumleasepaymentsundernon-cancelableoperatingleasesasof
June30,2014areas follows:



|Year Ending June 30, |   |        | 
|-------------------- | - | ------ | 
|2015 and beyond      | $ | 42,000 | 





|NOTE 7- INCOME TAXES                                                                                                                                    |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                        |  |     
|The components of income
    tax benefit consist of:                                                                                                    |  |     
|                                                                                                                                                        |  | 2014
|Current:                                                                                                                                                |  |     
|Federal                                                                                                                                                 |  | $   
|State                                                                                                                                                   |  |     
|                                                                                                                                                        |  |     
|Deferred:                                                                                                                                               |  |     
|Federal                                                                                                                                                 |  |     
|State                                                                                                                                                   |  |     
|                                                                                                                                                        |  |     
|                                                                                                                                                        |  |     
|Total
    income tax benefit                                                                                                                            |  | $   
|                                                                                                                                                        |  |     
|The reconciliation of the provision for income taxes at the U. S. federal statutory income tax rate of 39% to the Company's income taxes is as follows:
|                                                                                                                                                        |  |     
|Loss
    before income taxes                                                                                                                            |  | $   
|Income tax
    benefit computed at the statutory rate                                                                                                   |  |     
|State income
    tax benefit, net of federal tax effect                                                                                                 |  |     
|Non-deductible
    expenses                                                                                                                             |  |     
|Valuation
    reserve adjustment                                                                                                                        |  |     
|Effect
    of graduated income tax rates                                                                                                                |  |     
|                                                                                                                                                        |  |     
|Total
    income tax benefit                                                                                                                            |  | $   
|                                                                                                                                                        |  |     



|Deferred
                                         income taxes reflect the net tax effects of temporary differences between the carrying
                                         amounts of assets and liabilities for financial reporting purposes and the amount used
                                         for federal and state income tax purposes.  We have recorded deferred tax assets
                                         at June 30, 2014 and 2013, net of a valuation reserve, of $246,163 and $189,308, respectively.  The
                                         components of these amounts are as follows:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                   |  | 2014 |         | 2013
|---------------------------------- |  | ---- | ------- | ----
|                                   |  |      |         |     
|Tax
    loss carryforward          |  | $    | 189,847 |     
|Depreciation
    and miscellaneous |  |      | 56,316  |     
|                                   |  |      |         |     
|Net
    deferred tax asset         |  | $    | 246,163 |     



(15)


(table of contents)




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



None.





Item 9A.
Controls andProcedures



(a)Evaluationofdisclosurecontrolsandprocedures

We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and
forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide
reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15, our Chief Executive
Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable
assurance level.



Management’s
Annual Report on Internal Control over Financial Reporting

Our Chief
Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over
our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in
Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Management has used the framework set forth in the report
entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway
Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this
assessment, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial
reporting was not effective as of June 30, 2014. Management’s
assessmentidentifiedthefollowingmaterialweaknessesininternalcontroloverfinancialreporting:



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)Changesininternalcontroloverfinancialreporting



We regularly
review our system of internal control over financial reporting to ensure we maintain an effective internal control environment.
As we grow geographically and with new product offerings, we continue to create new processes and controls as well as improve
our existing environment to increase efficiencies. Improvements may include such activities as implementing new, more efficient
systems, consolidating activities, and migrating processes.



There were not 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.





(16)


(table of contents)






PART
III



Item
10.Directors,ExecutiveOfficers
andCorporate
Governance



Identification
ofDirectors
andExecutiveOfficers



The
following
tablesetsforththe
namesandthenature
ofallpositionsandofficesheldby
all directors andexecutive officers ofthe
Companyforthe
yearending
June30,
2013andtothedate of the filingofthisreport and the periods
during
which each such
director or executive
officer has
served inhisrespectivepositions:





|NAME                  | POSITION AND BACKGROUND                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Robert
    M.Callahan | President
    andCEO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                      | Mr.
        Callahanhasbeeninvolvedinthebuilding
        industry
        forover
        thirtyyears.
        Heiswell
        recognized insouthwesternVirginia
        asaninnovator
        intheuses
        of passive
        solardesign
        and wood/metal products
        incustom
        homebuilding. Along
        withMr. Ronald Shiflett,
        he formed Metwood, Inc.
        in 1993 to bring light-gage construction, used
        in commercial
        building foryears,intocommonuse inresidential
        construction.
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Shawn
    A.Callahan  | Secretary/Treasurer/CFO/VP/General
    Manager                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                      | Education:MBAAccounting,UniversityofPhoenix
        B.S. ComputerScience andMathematics,
        VirginiaMilitary Institute
        Since startingwithMetwood, Inc.
        inMay1996,
        Mr.Callahanhasplayedamajor
        rolein the restructuringoftheCompany,
        increasing
        production,
        improving efficiency,
        and developing computer aidsforthe
        Company.                                                                                                                                               



Term
ofOffice



The
termofoffice
ofthecurrentdirectorsshallcontinue
untilnew
directors
areelectedor
appointed.



FamilyRelationships



Robert
CallahanisthefatherofShawnCallahan.



Involvement
inCertainLegalProceedings



Except
asindicatedbelowandtotheknowledgeofmanagement,during
thepastfiveyears, nopresent
orformerdirector,personnominatedtobecomeadirector,
executiveofficer,
promoter or
control personof
theCompany:



(1)
wasageneralpartnerorexecutiveofficerofany
businessby or
againstwhich
any bankruptcpetition wasfiled,whetheratthetimeofsuchfilingortwoyears priorthereto;



(2)
wasconvictedinacriminalproceedingornamedthesubject of
apending
criminalproceeding(excluding
trafficviolationsandotherminoroffenses);



(3)
wasthesubject ofanyorder,judgmentordecree, notsubsequently reversed,suspended orvacated,
ofanycourtofcompetentjurisdiction,
permanentlyor temporarilyenjoining, barring,
suspending orotherwiselimitinghisinvolvementin
any typeofbusiness, securities orbanking
activities;



(4)
wasthesubject ofanyorder,judgmentordecree, notsubsequently reversed,suspended orvacated,
ofanyfederalorstateauthoritybarring,
suspendingor otherwiselimitingformorethansixty
days therightofsuchperson
to engagein any activity describedaboveunder
this Item, or tobe
associated withpersonsengagedinanysuchactivity;or



(5) wasfound byacourtofcompetent jurisdiction (inacivilaction),theCommission ortheCommodity
FuturesTradingCommissiontohaveviolatedafederalorstatesecuritiesorcommodities
law, norhas ajudgmentbeen
reversed,suspended, orvacated.



Compliance
withSection16(a)
ofthe
ExchangeAct



Section
16(a)oftheSecuritiesExchangeActof1934,asamended,requires
theCompany's
directors,
officers andpersons whoownmorethan10%ofthe Company's
commonstockor
otherregistered class of equitysecurities
tofilereports
of ownership
and changes in ownership with theSecurities and Exchange Commission. Officers, directors and greater than
10% shareholders
are required to furnishuswithcopiesofallSection16(a) forms
they file.



Based
solelyonareviewoftheformsreceivedcoveringpurchaseandsaletransactions
intheCompany's commonstockduringthefiscalyearendedJune30,2014,theCompany
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.



(17)


(table of contents)






Item
11.Executive
Compensation



The
followingtablesetsforthinsummary
formthecompensationreceivedduring
eachoftheCompany's
last threefiscalyearsbyourPresident
andChiefExecutiveOfficer,RobertM. Callahan, and our Chief
Financial Officer, ShawnA. Callahan:



Summary
Compensation
Table



|                   | Fiscal Year | Annual Salary | Bonuses | Other Compensation | Restricted Stock Awards | LTIP Options | Restricted Stock Bonuses
|------------------ | ----------- | ------------- | ------- | ------------------ | ----------------------- | ------------ | ------------------------
|                   |             |               | (1)     | (2)                | (3)                     | (4)          | (4)                     
|Robert M. Callahan | 2014        | $ 59,856      | $ 7,900 | -0-                | $-0-                    | -0-          | -0-                     
|                   | 2013        | $ 80,000      | $ 7,100 | -0-                | -0-                     | -0-          | -0-                     
|                   | 2012        | $ 71,667      | $ 7,800 | -0-                | -0-                     | -0-          | -0-                     
|                   |             |               |         |                    |                         |              |                         
|Shawn A. Callahan  | 2014        | $ 65,623      | $ 8,000 | -0-                | $-0-                    | -0-          | -0-                     
|                   | 2013        | $ 62,102      | $ 7,580 | -0-                | -0-                     | -0-          | -0-                     
|                   | 2012        | $ 63,006      | $ 8,938 |                    |                         |              |                         
|                   |             |               |         |                    |                         |              |                         





(1)
Thedollarvalueofbonuses
(cashandnon-cash)
received.



(2)
During theperiodscoveredbythetable,theCompanydidnot
payanyother

annual
compensationnotproperlycategorizedassalaryorbonus,including

perquisites
andotherpersonalbenefits,securitiesor
property.



(3)
During theperiodscoveredbythetable,theCompany
made no restrictedstock

awards.



(4)
TheCompanycurrentlyhasnostockoptionor
restrictedstock
bonusplans.



No
memberofourmanagementhasbeengrantedanyoptionorstockappreciationright;accordingly,
no tables relatingtosuchitemshavebeenincludedwithinthisitem.



Compensation
ofDirectors



There
arenostandardarrangementspursuanttowhichourdirectors
arecompensated
foranyservices provided asdirector.
Noadditionalamountsarepayabletoourdirectorsforcommittee participationor special
assignments.

There
arenoarrangements
pursuanttowhichanyofourdirectors
wascompensated
during
ourlastcompleted fiscalyearor
theprevioustwofiscalyearsforanyservicesprovidedasdirector.



Termination
ofEmploymentandChangeof
ControlArrangement



There
arenocompensatoryplansorarrangements,includingpaymentstobereceived
fromtheCompany,
withrespect toanypersonnamedintheSummaryCompensationTablesetoutabove
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.



(18)


(table of contents)




Item
12.SecurityOwnershipofCertainBeneficialOwnersand
Management
andRelated
Stockholder Matters

Security
Ownershipof
CertainBeneficialOwners



The
followingtablesetsforththesharesheldby
thosepersons
whoowned
morethan
fivepercent
of Metwood's commonstockasofJuly31, 2014, based
upon15,221,647sharesoutstanding:



GreaterThan5% Owners

| | Title
                                         of Class |  |  | Name and Address of Beneficial Owner                                                                                                                                   |  |  | No.
                                         of Shares |  |  |  | Percent
                                         of Class |  
| | ------------------------------------------------------- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------------------------------------------------ |  |  |  | --------------------------------------------------------- | -
| |                                                         |  |  |                                                                                                                                                                        |  |  |                                                        |  |  |  |                                                           |  
| | Common                                                  |  |  | Robert
                                         Callahan 819
                                         NaffRoad Boones
                                         Mill,VA |  |  | 9,501,632
                                         (1) |  |  |  | 62.4                                                      | %
| |                                                         |  |  |                                                                                                                                                                        |  |  |                                                        |  |  |  |                                                           |  
| | Common                                                  |  |  | Ronald
                                         Shiflett 638PattiRoad Rocky
                                         Mount,VA                                          |  |  | 1,000,000                                              |  |  |  | 6.6                                                       | %



(1)
Includesdirectandindirect
interests.Thereare9,128,600
commonshares

included
inthisamount
thatareownedinthenamesof
familymembers
ofMr.

Callahan.



Security
Ownershipof
Management

The
followingtablesetsforththesharesheldbyMetwooddirectors
andofficers
asofJuly31,2014:

Management
Ownership



|Title of Class | Name and Address of Beneficial Owner                                        | No. of Shares | Percent of Class
|-------------- | --------------------------------------------------------------------------- | ------------- | ----------------
|               |                                                                             |               |                 
|Common         | Robert
        Callahan
        819 NaffRoad
        Boones
        Mill,VA | 9,501,632 (1) | 62.4%           





(1)
Includesdirectandindirect
interests.Thereare9,128,600
commonshares

included
inthisamount
thatareownedinthenamesof
familymembers
ofMr.

Callahan.



Ownership
ofsharesbydirectorsandofficersofMetwoodasagroup:
62.4%





Changes
inControl



We
knowofnocontractualarrangementswhichmayatasubsequent
dateresult
inachange
ofcontrol
in the Company.



Item
13.Certain
RelationshipsandRelated
Transactions,
andDirectorIndependence



Following
arethetransactionsbetweenMetwoodandmembersofmanagement,directors,officers,
5% shareholders,andpromoters
ofMetwood:



We
contractwithaconstructioncompany50%ownedbyourCEOwhichprovides
capitalimprovements
and maintenanceworkonourbuildings
andgrounds.



During
theyearendedJune30,2005,weenteredintoasalesandleasebacktransaction
witharelated party.Wesoldthevarious
buildingsatourcorporate
headquarters
whichhouse
ourmanufacturing
plants, executive officesand 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 a ten-year term
expiring
December 31,
2014.
Rent expense charged to operations for
the years endedJune 30, 2014and 2013
was $76,000 and$81,600.







(19)


(table of contents)




Item
14.Principal
AccountingFeesandServices



The
followingtablesetsforththeaggregatefeesbilledortobebilledby
Bongiovanni
&Associates,CPAs
forauditservicesrenderedinconnection
withtheconsolidated financialstatementsandreportsfor
the yearsended June30,2014and2013:





|                   | 2014     | 2013    
|------------------ | -------- | --------
|                   |          |         
|Audit Fee          | $ 20,494 | $ 28,384
|Audit-related fees | -        | -       
|Tax fees           | -        | -       
|All other fees     | -        | -       
|Total              | $ 20,494 | $28,384 



Audit
fees:Consistoffeesbilledforprofessionalservicesrenderedfortheauditsof
ourconsolidated
financial statementsand reviews ofthe
interim consolidatedfinancialstatements
included inquarterly reports and services
that are normally provided by our auditors in connection
with statutory
and regulatory filingsorengagements and
attestservices,exceptthosenotrequiredbystatuteorregulation.

Audit-related
fees:Consistoffeesbilledforassuranceandrelatedservicesthatarereasonably
relatedto the performanceoftheauditorreviewof
our consolidated
financialstatements
andare not
reported
under "Audit fees." These services include accounting consultations
in connection with
the Sarbanes-
Oxley Actof2002.



Tax
fees:Consistoffeesbilledfortaxcompliance,taxadviceandtax planning
services.



All
other fees:Consistof feesbilledforallother
servicesotherthanthose
reportedabove.





(20)


(table of contents)






PART
IV



ITEM
15.EXHIBITSANDFINANCIALSTATEMENTSCHEDULES



|NUMBER | DESCRIPTION                                                                                                                                                                    
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                
|3(i)*  | Articles of Incorporation                                                                                                                                                      
|3(ii)* | By-Laws                                                                                                                                                                        
|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 Securities
     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
byreferenceon
Form8-K,filedFebruary
16,2000



(21)


(table of contents)






SIGNATURES



Pursuant
totherequirementsofSection13or15(d)oftheSecuritiesExchangeActof1934, the registrant hasduly
causedthisreporttobesignedonitsbehalfbytheundersigned, thereunto
duly authorized.



Date:
September 29, 2014

/s/ Robert M. Callahan

Robert M. Callahan

President,
CEO and Director



Date:
September 29, 2014

/s/
Shawn A. Callahan

Shawn
A. Callahan

Secretary/Treasurer/CFO

and Director