U.S. Securities and Exchange Commission

Washington, D.C. 20549

____________________

Form 8-k

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

of earliest event reported)

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 2, 2013

 

____________________

 

Commission File No. 000-05391

____________________

 

Metwood, Inc.

(Exact name of small business issuer as specified in its charter)

 

Nevada   83-0210365
( State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

 

 

819 Naff Road

Boones Mill, VA 24065

(Address of principal executive offices)

 

(540) 334-4294

(Issuer’s telephone number)

 

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

As used in this report, the terms "we", "us", "our", "our company", “Metwood”, refer to Metwood, Inc., a Nevada corporation.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements.

 

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.

 

Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

 

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.

 

Section 5. Corporate Governance and Management

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On October 1, 2013, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Company’s Articles of Incorporation. The Amendment was approved by a “Unanimous Written Consent of The Board of Directors of Metwood, Inc.”, on August 6, 2013, pursuant to the authority granted them by a “Written Consent of The Holders of a Majority of the Voting Shares of Metwood, Inc.”, dated August 6, 2013. A complete copy of the Amendment is attached as Exhibit 3.1 The Amendment incorporated the following changes;

 

  1. The total number of shares of "Preferred Stock" that the Corporation is authorized to issue is 40,000,000 shares with a par value of $0.001 per share.
  2. Grant to the Board of Directors the full right and authority to increase or otherwise change the authorized shares of common stock and preferred stock without any shareholder action or approval.
  3. Grant to the Board of Directors the full right and authority to change the name of the Corporation at a future date without out any shareholder action or approval.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1 Amendment to Articles of Incorporation and Exhibit A

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
           Metwood, Inc .

 

Date: October 2, 2013

 

By:  

 

/s/  Robert M. Callahan

 

 

   

Robert M. Callahan

President and Chief Executive Officer

 

 

       

 

 

 

 

S T A T E O F NE V ADA

 

 

 

ROS S MILLER

Secretar y o f State

S C OT T W . ANDERSON

Deput y Secretary

fo r Commercia l Recordings

 

 

 

OFFIC E O F THE

SECRE T A R Y OF S TA T E

 

 

 

Certified Copy

 

 

Octobe r 1 , 2013

 

Jo b Number : C20131001 - 0282

Referenc e Number:

Expedite: Throug h Date:

 

Th e undersigne d filin g office r hereb y certifie s tha t th e attache d copie s ar e tru e an d exact cop i e s o f al l requeste d statement s an d relate d subs e quent docu m entat i o n file d wi t h t he Secretary of State’ s Office , Commercia l Recording s Divisi on liste d o n th e attached report.

 

Documen t Number(s) Description Numbe r o f Pages
20130641738 - 85 Amendment 2 Pages/ 1 Copies

 

 

 

 

 

Respec t f u ll y ,

 

 

 

ROS S MILLER

Secretary o f State

 

 

 

Certifie d By : Richar d Sifuent e s Certificat e Number : C20131001 - 0282 Yo u ma y verif y thi s certificate

onlin e a t http://www.nvsos.gov/

 

 

 

 

 

 

 

 

 

Commercia l Recordin g Division

20 2 N . Carso n Street

Carso n City , Nevad a 89701 - 4069 Teleph o n e (775 ) 684 -5708

Fa x (775 ) 684 - 7138

 

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