|  UNITED      STATES                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| SECURITIES      AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                                                |
| Washington,      D.C. 20549                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                   |
| FORM      10-Q                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                   |
| [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                  |
| For      the quarterly period ended September 30, 2008                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                   |
| [   ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE      ACT                                                                                                                                                                                                                                                                         |
| For      the transition period from ________ to ________                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                   |
| Commission      File Number 000-05391                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                   |
| METWOOD,      INC.                                                                                                                                                                                                                                                                                                                                                     |
| (Exact      name of small business issuer as specified in its  charter)                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                   |
| NEVADA                                                              83-0210365 |
|  (State      or other jurisdiction of      incorporation)                    (IRS      Employer Identification No.)                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                   |
| 819      Naff Road, Boones Mill, VA 24065                                                                                                                                                                                                                                                                                                                              |
| (Address      of principal executive offices) (Zip code)                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                   |
| (540)      334-4294                                                                                                                                                                                                                                                                                                                                                    |
| (Registrant's      telephone number, including area code)                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                   |
| N/A                                                                                                                                                                                                                                                                                                                                                                    |
| (Former      name, former address and former fiscal year, if changed since last      report)                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                   |
| Check      whether the issuer (1) filed all reports required to be filed by Section      13 or 15(d) of the                                                                                                                                                                                                                                                            |
| Exchange      Act during the past 12 months (or for such shorter period that the      registrant was required                                                                                                                                                                                                                                                          |
| to      file such reports), and (2) has been subject to such filing requirements      for the past 90 days.                                                                                                                                                                                                                                                            |
| Yes      [ X ] No [   ]                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                   |
| Indicate      by check mark whether the regiatrant is a large accelerated filer, an      accelerated filer, a                                                                                                                                                                                                                                                          |
| non-accelerated      filer, or a smaller reporting company as defined by Rule 12b-2 of the      Exchange Act:                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                   |
| Large      accelerated filer      [   ]           Non-accelerated      filer [   ]                                                                                                                                                                                                |
| Accelerated      filer      [   ]                    Smaller      reporting company [ X ]                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                   |
| Indicate      by check mark whether the registrant is a shell company (as defined in      Rule 12b-2 of the Exchange Act):  Yes [   ] No [      X ]                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                   |
| As      of November 14, 2008, the number of shares outstanding of the registrant's      common stock,                                                                                                                                                                                                                                                                  |
| $0.001      par value (the only class of voting stock), was 12,295,899    shares.                                                                                                                                                                                                                                                                                      |

----

|    METWOOD, INC. AND  SUBSIDIARY |
|-------------------------------------------------|
|  TABLE      OF CONTENTS - FORM 10-QSB      |
|                                            |   |   |   |   |   |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
| PART      I - FINANCIAL INFORMATION             |   |   |   |   | Page(s) |
|                                            |   |   |   |   |   |   |   |   |   |
| Item      1                                     |   Financial      Statements |   |   |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
|                                            | Consolidated      Balance Sheet As of September 30, 2008 (Unaudited) |   | 3-4 |
|                                            | and      June 30, 2008 |   |   |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
|                                            | Consolidated      Statements of Income (Unaudited) for the Three Months |   | 5 |
|                                            | Ended      September 30, 2008 and 2007 |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
|                                            | Consolidated      Statements of Cash Flows (Unaudited) for the Three Months | 6 |
|                                            | Ended      September 30, 2008 and 2007 |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
|                                            | Notes      to Consolidated Financial Statements |   |   |   | 7 |
|                                            |   |   |   |   |   |   |   |   |   |
| Item      2                                     |   Management's      Discussion and Analysis of Financial Condition |   |   | 9 |
|                                            |             and      Results of Operations |   |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
| Item      4                                     |   Controls      and Procedures |   |   |   |   |   | 11 |
|                                            |   |   |   |   |   |   |   |   |   |
| PART      II - OTHER INFORMATION                |   |   |   |   |   |   |
|                                            |   |   |   |   |   |   |   |   |   |
| Item      6                                     |   Exhibits      and Reports on Form 8-K |   |   |   |   | 12 |
|                                            |   |   |   |   |   |   |   |   |   |
| Signatures                                      |   |   |   |   |   |   |   |   | 13 |
|                                            |   |   |   |   |   |   |   |   |   |
| Index      to Exhibits                          |   |   |   |   |   |   |   | 14 |
|                                            |   |   |   |   |   |   |   |   |   |

----

Table of Contents

| METWOOD,      INC. AND SUBSIDIARY                                  |
|--------------------------------------------------------------------|
| CONSOLIDATED      BALANCE SHEETS                                   |
|                                                               |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |
|                                                               |   | (UNAUDITED) |   |   | (AUDITED) |   |
|                                                               |   | September      30, |   |   | June      30, |   |
|                                                               |   | 2008 |   |   | 2008 |   |
| ASSETS                                                             |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |
| Current      Assets                                                |   |   |   |   |   |   |
| Cash      and cash equivalents                                     |   | $ | 58,262 |   |   | $ | 67,880 |   |
| Accounts      receivable                                           |   |   | 415,173 |   |   |   | 535,799 |   |
| Inventory                                                          |   |   | 1,474,191 |   |   |   | 1,492,924 |   |
| Recoverable      income taxes                                      |   |   | - |   |   |   | 45,955 |   |
| Prepaid      expenses                                              |   |   | 49,283 |   |   |   | 53,184 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Total      current assets                                          |   |   | 1,996,909 |   |   |   | 2,195,742 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Property      and Equipment                                        |   |   |   |   |   |   |   |   |
| Leasehold      and land improvements                               |   |   | 195,987 |   |   |   | 174,385 |   |
| Furniture,      fixtures and equipment                             |   |   | 94,319 |   |   |   | 86,341 |   |
| Computer      hardware, software and peripherals                   |   |   | 208,521 |   |   |   | 197,817 |   |
| Machinery      and shop equipment                                  |   |   | 397,272 |   |   |   | 407,103 |   |
| Vehicles                                                           |   |   | 369,451 |   |   |   | 369,451 |   |
|                                                               |   |   | 1,265,550 |   |   |   | 1,235,097 |   |
| Less      accumulated depreciation                                 |   |   | (737,950 | ) |   |   | (703,815 | ) |
|                                                               |   |   |   |   |   |   |   |   |
| Net      property and equipment                                    |   |   | 527,600 |   |   |   | 531,282 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Goodwill                                                           |   |   | 253,088 |   |   |   | 253,088 |   |
|                                                               |   |   |   |   |   |   |   |   |
| TOTAL      ASSETS                                                  |   | $ | 2,777,597 |   |   | $ | 2,980,112 |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial  statements. |

----

Table of Contents

| METWOOD,      INC. AND SUBSIDIARY                                  |
|--------------------------------------------------------------------|
| CONSOLIDATED      BALANCE SHEET                                    |
|                                                               |   |
|                                                               |   |
|                                                               |   |   |   |   |   |   |
|                                                               |   | (UNAUDITED) |   |   | (AUDITED) |   |
|                                                               |   | September      30, |   |   | June      30, |   |
|                                                               |   | 2008 |   |   | 2008 |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY                          |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |
| Current      Liabilities                                           |   |   |   |   |   |   |
| Accounts      payable and accrued expenses                         |   | $ | 143,692 |   |   | $ | 316,948 |   |
| Bank      line of credit                                           |   |   | - |   |   |   | 150,000 |   |
| Customer      deposits                                             |   |   | - |   |   |   | 36,000 |   |
| Income      taxes                                                  |   |   | 46,831 |   |   |   | - |   |
|                                                               |   |   |   |   |   |   |   |   |
| Total      current liabilities                                     |   |   | 190,523 |   |   |   | 502,948 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Long-term      Liabilities                                         |   |   |   |   |   |   |   |   |
| Deferred      income taxes, net                                    |   |   | 109,901 |   |   |   | 121,588 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Total      long-term liabilities                                   |   |   | 109,901 |   |   |   | 121,588 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Total      liabilities                                             |   |   | 300,424 |   |   |   | 624,536 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Stockholders'      Equity                                          |   |   |   |   |   |   |   |   |
| Common      stock, $.001 par, 100,000,000 shares authorized;       |   |   |   |   |   |   |   |   |
|    12,295,899      shares issued and outstanding    |   |   | 12,296 |   |   |   | 12,091 |   |
|    at      September 30, 2008                       |   |   |   |   |   |   |   |   |
| Common      stock not yet issued ($.001 par, 2,150 shares)         |   |   | 2 |   |   |   | 200 |   |
| Additional      paid-in capital                                    |   |   | 1,542,050 |   |   |   | 1,542,057 |   |
| Retained      earnings                                             |   |   | 922,825 |   |   |   | 801,228 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Total      stockholders' equity                                    |   |   | 2,477,173 |   |   |   | 2,355,576 |   |
|                                                               |   |   |   |   |   |   |   |   |
| TOTAL      LIABILITIES                                             |   |   |   |   |   |   |   |   |
|   AND      STOCKHOLDERS' EQUITY                          |   | $ | 2,777,597 |   |   | $ | 2,980,112 |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial  statements. |

----

Table of Contents

| METWOOD,      INC. AND SUBSIDIARY                                  |
|--------------------------------------------------------------------|
| CONSOLIDATED      STATEMENTS OF INCOME                             |
| FOR      THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007        |
| (UNAUDITED)                                                        |   |
|                                                               |   |   |   |   |   |   |
|                                                               |   | Three      Months Ended |   |
|                                                               |   | September      30, |   |
|                                                               |   | 2008 |   |   | 2007 |   |
| REVENUES                                                           |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |
| Construction      sales                                            |   | $ | 1,006,111 |   |   | $ | 1,141,513 |   |
| Engineering      sales                                             |   |   | 56,236 |   |   |   | 68,655 |   |
| Gross      sales                                                   |   |   | 1,062,347 |   |   |   | 1,210,168 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Cost      of construction sales                                    |   |   | 478,003 |   |   |   | 722,397 |   |
| Cost      of engineering sales                                     |   |   | 50,197 |   |   |   | 63,348 |   |
| Gross      cost of sales                                           |   |   | 528,200 |   |   |   | 785,745 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Gross      profit                                                  |   |   | 534,147 |   |   |   | 424,423 |   |
|                                                               |   |   |   |   |   |   |   |   |
| ADMINISTRATIVE      EXPENSES                                       |   |   |   |   |   |   |   |   |
| Advertising                                                        |   |   | 18,490 |   |   |   | 20,831 |   |
| Depreciation                                                       |   |   | 14,615 |   |   |   | 15,984 |   |
| Insurance                                                          |   |   | 19,832 |   |   |   | 21,334 |   |
| Payroll      expenses                                              |   |   | 165,145 |   |   |   | 165,594 |   |
| Professional      fees                                             |   |   | 28,178 |   |   |   | 27,608 |   |
| Rent                                                               |   |   | 19,800 |   |   |   | 19,650 |   |
| Research      and development                                      |   |   | 4,400 |   |   |   | 7,576 |   |
| Travel                                                             |   |   | 6,291 |   |   |   | 13,794 |   |
| Vehicle                                                            |   |   | 13,284 |   |   |   | 13,472 |   |
| Other                                                              |   |   | 44,616 |   |   |   | 44,773 |   |
| Total      administrative expenses                                 |   |   | 334,651 |   |   |   | 350,616 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Operating      income                                              |   |   | 199,496 |   |   |   | 73,807 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Other      income                                                  |   |   | 3,214 |   |   |   | 704 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Income      before income taxes                                    |   |   | 202,710 |   |   |   | 74,511 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Income      taxes                                                  |   |   | 81,099 |   |   |   | 19,952 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Net      income                                                    |   | $ | 121,611 |   |   | $ | 54,559 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Basic      and diluted earnings per share                          |   | $ | 0.01 |   |   |   | ** |   |
|                                                               |   |   |   |   |   |   |   |   |
| Weighted      average number of shares                             |   |   | 12,229,364 |   |   |   | 11,989,761 |   |
|                                                               |   |   |   |   |   |   |   |   |
| **Less      than $0.01                                             |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial  statements. |

----

Table of Contents

| METWOOD,      INC. AND SUBSIDIARY                                   |
|---------------------------------------------------------------------|
| CONSOLIDATED      STATEMENTS OF CASH FLOWS                          |
| FOR      THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007         |
| (UNAUDITED)                                                         |
|                                                                |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |
|                                                                |   | 2008 |   |   | 2007 |   |
| CASH      FLOWS FROM OPERATING ACTIVITIES                           |   |   |   |   |   |   |
| Net      income                                                     |   | $ | 121,611 |   |   | $ | 54,559 |   |
| Adjustments      to reconcile net income to net cash from operating |   |   |   |   |   |   |   |   |
| activities:                                                         |   |   |   |   |   |   |   |   |
| Depreciation                                                        |   |   | 34,135 |   |   |   | 33,611 |   |
| Provision      for deferred income taxes                            |   |   | (11,687 | ) |   |   | 17,458 |   |
| (Increase)      decrease in operating assets:                       |   |   |   |   |   |   |   |   |
| Accounts      receivable                                            |   |   | 125,349 |   |   |   | (156,369 | ) |
| Inventory                                                           |   |   | 18,733 |   |   |   | 50,689 |   |
| Recoverable      income taxes                                       |   |   | 45,955 |   |   |   | 2,494 |   |
| Other      operating assets                                         |   |   | (822 | ) |   |   | 39,382 |   |
| Increase      (decrease) in operating liabilities:                  |   |   |   |   |   |   |   |   |
| Accounts      payable and accrued expenses                          |   |   | (209,270 | ) |   |   | 41,539 |   |
| Current      income taxes payable                                   |   |   | 46,831 |   |   |   | - |   |
| Net      cash from operating activities                             |   |   | 170,835 |   |   |   | 83,363 |   |
|                                                                |   |   |   |   |   |   |   |   |
| CASH      FLOWS USED FOR INVESTING ACTIVITIES                       |   |   |   |   |   |   |   |   |
| Net      expenditures for fixed assets                              |   |   | (30,453 | ) |   |   | (104,024 | ) |
| Net      cash used for investing activities                         |   |   | (30,453 | ) |   |   | (104,024 | ) |
|                                                                |   |   |   |   |   |   |   |   |
| CASH      FLOWS (USED FOR) FROM FINANCING ACTIVITIES                |   |   |   |   |   |   |   |   |
| Decrease      in credit line                                        |   |   | (150,000 | ) |   |   | - |   |
| Proceeds      from issuance of common stock                         |   |   | - |   |   |   | 26,614 |   |
| Purchase      of treasury stock                                     |   |   | - |   |   |   | (1,800 | ) |
| Net      cash (used for) from financing activities                  |   |   | (150,000 | ) |   |   | 24,814 |   |
|                                                                |   |   |   |   |   |   |   |   |
| Net      (decrease) increase in cash                                |   |   | (9,618 | ) |   |   | 4,153 |   |
|                                                                |   |   |   |   |   |   |   |   |
| Cash,      beginning of the year                                    |   |   | 67,880 |   |   |   | 38,287 |   |
|                                                                |   |   |   |   |   |   |   |   |
| Cash,      end of the period                                        |   | $ | 58,262 |   |   | $ | 42,440 |   |
|                                                                |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial  statements.  |

----

Table of Contents

| METWOOD,      INC. AND SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| SEPTEMBER      30, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (UNAUDITED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| NOTE      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |
| Business Activity - Metwood, Inc.      ("Metwood") was organized under the laws of the Commonwealth of Virginia      on April 7, 1993.  On June 30, 2000, Metwood entered into an      Agreement and Plan of Reorganization in which the majority of its      outstanding common stock was acquired by a publicly held Nevada shell      corporation.  The acquisition was a tax-free exchange for      federal and state income tax purposes and was accounted for as a reverse      merger in accordance with Accounting Principles Board ("APB") Opinion No.      16.  Upon acquisition, the name of the shell corporation was      changed to Metwood, Inc., and Metwood, Inc., the Virginia corporation,      became a wholly owned subsidiary of Metwood, Inc., the Nevada      corporation.  The publicly traded shell corporation had not had      a material operating history for several years prior to the      merger.                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |
| Effective      January 1, 2002, Metwood acquired certain assets of Providence      Engineering, PC ("Providence"), a professional engineering firm with      customers in the same proximity as Metwood.  The total purchase      price of $350,000 was paid with $60,000 in cash and with 290,000 shares of      the Company's common stock to the two Providence      shareholders.  These shares were valued at the closing active      quoted market price of the stock at the effective date of the purchase,      which was $1.00 per share.  One of the shareholders of      Providence was also an officer and existing shareholder of Metwood prior      to the acquisition.  In 2002 Metwood purchased from that      shareholder and retired 15,000 of the originally issued 290,000 shares for      $15,000 and in 2004 purchased from that shareholder and retired the      remaining 275,000 of the originally issued 290,000 shares for $50,000. The      initial purchase transaction was accounted for under the purchase method      of accounting.  The purchase price was allocated as      follows: |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | Accounts      receivable |   | $  75,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | Fixed      assets |   |   |     45,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | Goodwill |   |   |   |   230,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |    Total |   |   |   | $350,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |
| During      the year ended June 30, 2003, liabilities assumed at the date of      acquisition were identified and paid.  The amount of the      liabilities paid was $23,088, and this amount was added to      goodwill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |
| The      consolidated company ("the Company") provides construction-related      products and engineering services to residential customers and      contractors, commercial contractors, developers and retail enterprises,      primarily in southwestern Virginia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |
| Basis of Presentation - The financial      statements include the accounts of Metwood, Inc. and its wholly owned      subsidiary, Providence Engineering, PC, prepared in accordance with      accounting principles generally accepted in the United States of America      and pursuant to the rules and regulations of the Securities and Exchange      Commission.  All significant intercompany balances and      transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |

| In      the opinion of management, the unaudited condensed consolidated financial      statements contain all the adjustments necessary in order to make the      financial statements not misleading.  The results for the period      ended September 30, 2008 are not necessarily indicative of the results to      be expected for the entire fiscal year ending June 30,    2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Fair Value of Financial Instruments - For      certain of the Company's financial instruments, none of which are held for      trading, including cash, accounts receivable, accounts payable and accrued      expenses, the carrying amounts approximate fair value due to their short      maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Management's Use of Estimates - The      preparation of consolidated financial statements in conformity with      accounting principles generally accepted in the United States of America      requires management to make estimates and assumptions that affect the      reported amounts of assets and liabilities, disclosures of contingent      assets and liabilities at the date of consolidated financial statements,      and the reported amounts of revenues and expenses during the reporting      period.  Actual results could differ from those      estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Accounts Receivable  - The      Company grants credit in the form of unsecured accounts receivable to its      customers based on an evaluation of their financial      condition.  The Company performs ongoing credit evaluations of      its customers.  The estimate of the allowance for doubtful      accounts, which is charged off to bad debt expense, is based on      management’s assessment of current economic conditions and historical      collection experience with each customer.  At September 30,      2008, the allowance for doubtful accounts was $5,000.  Specific      customer receivables are considered past due when they are outstanding      beyond their contractual terms and are charged off to bad debt expense      when determined uncollectible.  For the three months ended      September 30, 2008 recovery of bad debts was $520 and for the period ended      September 30, 2007, the amount of bad debts charged off was      $2,554. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Inventory - Inventory, consisting of metal      and wood raw materials, is located on the Company's premises and is stated      at the lower of cost or market using the first-in, first-out      method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Property and Equipment - Property and      equipment are recorded at cost and include expenditures for improvements      when they substantially increase the productive lives of existing      assets.  Maintenance and repair costs are expensed to operations      as incurred.  Depreciation is computed using the straight-line      method over the assets' estimated useful lives, which range from three to      forty years.  When a fixed asset is disposed of, its cost and      related accumulated depreciation are removed from the      accounts.  The difference between undepreciated cost and the      proceeds is recorded as a gain or loss.                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Goodwill - The Company accounts for      goodwill and intangibles under SFAS No. 142, “Goodwill and Other      Intangible Assets.” As such, goodwill is not amortized, but is subject to      annual impairment reviews, or more frequent reviews if events or      circumstances indicate there may be an impairment. The Company performed      its required annual goodwill impairment test as of June 30, 2008 using      discounted cash flow estimates and found that there was no impairment of      goodwill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Patents - The Company has been assigned      several key product patents developed by certain Company      officers.  No value has been recorded in the Company's financial      statements because the fair value of the patents was not determinable      within reasonable limits at the date of  assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

Table of Contents

| Revenue Recognition - Revenue is recognized      when goods are shipped and earned or when services are performed, provided      collection of the resulting receivable is probable.  If any      material contingencies are present, revenue recognition is delayed until      all material contingencies are eliminated.  Further, no revenue      is recognized unless collection of the applicable consideration is      probable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Income Taxes - Income taxes are accounted      for in accordance with SFAS No. 109, "Accounting for Income      Taxes."  A deferred tax asset or liability is recorded for all      temporary differences between financial and tax reporting and for net      operating loss carryforwards, where applicable.  Deferred tax      assets are reduced by a valuation allowance when, in the opinion of      management, it is more likely than not that some portion or the entire      deferred tax asset will not be realized.  Deferred tax assets      and liabilities are adjusted for the effect of changes in tax laws and      rates on the date of enactment.                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Research and Development - The Company      performs research and development on its metal/wood products, new product      lines, and new patents.  Costs, if any, are expensed as they are      incurred.  Research and development costs for the three months      ended September 30, 2008 and 2007 were $4,400 and $7,576,      respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Earnings Per Common Share - Basic earnings      per share amounts are based on the weighted average shares of common stock      outstanding.  If applicable, diluted earnings per share would      assume the conversion, exercise or issuance of all potential common stock      instruments such as options, warrants and convertible securities, unless      the effect is to reduce a loss or increase earnings per share. This      presentation has been adopted for the quarters presented.  There      were no adjustments required to net income for the years presented in the      computation of diluted earnings per share.                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Recent Accounting Pronouncements - In March 2008, the      Financial Accounting Standards Board ("FASB") issued SFAS No. 161,      "Disclosures about Derivative Instruments and Hedging Activities-an      amendment of FASB Statement No. 133," ("SFAS 161").  SFAS 161      requires enhanced disclosures about an entity's derivative and hedging      activities, including (i) how and why an entity uses derivative      instruments, (ii) how derivative instruments and related hedged items are      accounted for under SFAS 133, and (iii) how derivative instruments and      related hedged items affect an entity's financial position, financial      performance and cash flows.  This standard becomes effective for      financial statements issued for fiscal years and interim periods beginning      after November 15, 2008.  As SFAS 161 only requires enhanced      disclosures, this standard will have no impact of the Company's financial      statements.                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| In      December 2007, the FASB issued Statement of Financial Accountaing      Standards ("SFAS") No. 141 (revised 2007), "Business Combinations," which      replaces SFAS No. 141.  The statement retains the purchase      method of accounting for acquisitions, but requires a number of changes,      including changes in the way assets and liabilities are recognized in the      purchase accounting.  It also changes the recognition of assets      acquired and liabilities assumed arising from contingencies, requires the      capitalization of in-process research and development at fair value, and      requires the expensing of acquisition-related costs as      incurred.  SFAS No. 141 (revised) is effective for fiscal years      beginning after December 15, 2008 and will apply prospectively to business      combinations completed on or after that date.  We are currently      assessing the potential impact that adoption of SFAS No. 141 (revised)      would have on our financialstatements. |

| In      December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in      Consolidated Financial Statements, an amendment of ARB 51," which changes      the accounting and reporting for minority interests.  Minority      interests will be recharacterized as noncontrolling interests and will be      reported as a component of equity separate from the parent's equity, and      purchases or sales of equity interests that do not result in a change in      control will be accounted for as equity transactions.  In      addition, net income attributable to the noncontrolling interest will be      included in consolidated net income on the face of the income statement      and, upon a loss of control, the interest sold, as well as any interest      retained, will be recorded at fair value with any gain or loss recognized      in earnings.  SFAS No. 160 is effective for fiscal years      beginning after December 15, 2008 and will apply prospectively, except for      the presentation and disclosure requirements, which will apply      retrospectively.  We are currently assessing the potential      impact that adoption of SFAS No. 160 would have on our financial      statements. |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |
| In      May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS      No. 162, "The Hierarchy of Generally Accepted Accounting Principles,"      ("SFAS No. 162"). SFAS No. 162 identifies the sources of accounting      principles and the framework for selecting the principles used in the      preparation of financial statements of nongovernmental entities that are      presented in conformity with generally accepted accounting principles      (GAAP) in the United States (the GAAP hierarchy). SFAS No. 162 will be      effective 60 days following the SEC's approval of the Public Company      Accounting Oversight Board's amendments to AU Section 411, "The Meaning of      Present Fairly in Conformity With Generally Accepted Accounting      Principles." The FASB has stated that it does not expect SFAS No. 162 will      result in a change in current practice. The application of SFAS No. 162      will have no effect on the Company's financial position, results of      operations or cash flows.                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |
| In      May 2008, the FASB issued SFAS No. 163, "Accounting for Financial      Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60"      ("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing      accounting pronouncements to clarify their application to the financial      guarantee insurance contracts included within the scope of that Statement.      SFAS No. 163 is effective for financial statements issued for fiscal years      beginning after December 15, 2008, and all interim periods within those      fiscal years.  The Company is currently evaluating the impact of      SFAS No. 163 on its financial statements but does not expect it to have an      effect on the Company's financial position, results of operations or cash      flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |
| In      May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt      Instruments that may be Settled in Cash upon Conversion (Including Partial Cash      Settlement)"      ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities      that, upon conversion, may be settled by the issuer fully or partially in      cash. FSP APB 14-1 specifies that issuers of such instruments should      separately account for the liability and equity components in a manner      that will reflect the entity's nonconvertible debt borrowing rate when      interest cost is recognized in subsequent periods. FSP APB 14-1 is      effective for financial statements issued for fiscal years after December      15, 2008, and must be applied on a retrospective basis. Early      adoption is not permitted. The Company is assessing the potential impact      of this FSP on the convertible debtissuances.                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |
| In      June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether      Instruments Granted in Share-Based Payment Transactions Are Participating      Securities" ("FSP      EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in      share-based payment transactions are participating securities prior to      vesting, and therefore need to be included in the earnings allocation in      computing earnings per share under the two-class method as described in      SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF 03-6-1,      unvested share-based payment awards that contain nonforfeitable rights to      dividends or dividend equivalents (whether paid or unpaid) are      participating securities and shall be included in the computation of      earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is      effective for financial statements issued for fiscal years beginning after      December 15, 2008 and all prior-period earnings per share data presented      shall be adjusted retrospectively. Early application is not permitted. The      Company is assessing the potential impact of this FSP on the earnings per      share calculation.                |

| In      June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an      Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock"      ("EITF 07-5"). EITF 07-5 provides that an entity should use a two-step      approach to evaluate whether an equity-linked financial instrument (or      embedded feature) is indexed to its own stock, including evaluating the      instrument's contingent exercise and settlement provisions. EITF 07-5 is      effective for financial statements issued for fiscal years beginning after      December 15, 2008. Early application is not permitted. The Company is      assessing the potential impact of this EITF 07-5 on the financial      condition and results of operations. |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |
| NOTE      2 - EARNINGS PER SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |
| Net      income and earnings per share for the three months ending September 30,      2008 and 2007 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | For      the Three Months Ended |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | September      30, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 2008 |   |   | 2007 |   |
| Net      income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | $ | 121,611 |   |   | $ | 54,559 |   |
| Income      per share - basic and fully diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | $ | 0.01 |   |   | $ |   | ** |
| Weighted      average number of shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   | 12,229,364 |   |   |   | 11,989,761 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| **Less      than $0.01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| NOTE      3 - SUPPLEMENTAL CASH FLOW INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Supplemental      disclosures of cash flow information for the three months ending September      30, 2008 and 2007 are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | For      the Three Months Ended |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | September      30, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 2008 |   |   | 2007 |   |
| Cash paid for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| Income      taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | $ | -- |   |   | $ | -- |   |
| Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | $ | 444 |   |   | $ | 356 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| NOTE      4 - RELATED-PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| From      time to time, the Company contracts with a company related through common      ownership for building and grounds-related maintenance      services. There were no fees paid to the related company for the      three months ended September, 2008 and 2007. For the three months      ended September 30, 2008 and 2007, the Company had sales of $14,046 and      $31,037, respectively, to the company referred to above.                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| NOTE      5 - BANK CREDIT LINE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| The      Company has available a $600,000 revolving line of credit with a local      bank. The balance outstanding at September 30, 2008 was      $-0-.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |

| NOTE 6 - SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                            |      |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|-----------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                            |      |   |   |   |
| The      Company operates in two principal business segments: (1)      construction-related products and (2) engineering      services. Performance of each segment is evaluated based on profit or      loss from operations before income taxes. These reportable segments      are strategic business units that offer different products and      services. Summarized revenue and expense information by segment for      the three months ended September 30, 2008 and 2007, as excerpted from      internal management reports, is as follows: |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                            |      |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | For      the Three Months Ended |      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | September      30,              |      |
| Construction:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | 2008                            |      |   | 2007 |   |
| Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | $                               | 1,006,111 |   |   | $ | 1,141,513 |   |
| Intersegment      expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                            | (15,409   | ) |   |   | (14,512 | ) |
| Cost      of sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                            | (478,003  | ) |   |   | (722,397 | ) |
| Corporate      and other expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                            | (399,364  | ) |   |   | (353,865 | ) |
|      Segment      income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | $                               | 113,335   |   |   | $ | 50,739 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                            |      |   |   |   |   |   |
| Engineering:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                            |      |   |   |   |   |   |
| Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | $                               | 56,236    |   |   | $ | 68,655 |   |
| Intersegment      revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                            | 15,409    |   |   |   | 14,512 |   |
| Cost      of sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                            | (50,197   | ) |   |   | (63,348 | ) |
| Corporate      and other expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                            | (13,172   | ) |   |   | (15,999 | ) |
|      Segment      income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | $                               | 8,276     |   |   | $ | 3,820 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                            |      |   |   |   |   |   |
| NOTE      7 - OPERATING LEASE COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                            |      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                            |      |   |   |   |   |   |
| On      January 3, 2005, the Company entered into a ten-year commercial operating      lease with a company related through common ownership. The lease      covers various buildings and property which house our manufacturing plant,      executive offices and other buildings with a current monthly rental of      $6,550. The lease expires on December 31, 2014. For the three months      ended September 30, 2008 and 2007, we recognized rental expense for these      spaces of $19,800 and $19,650,respectively.                              |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ITEM      2 - MANAGEMENT'S DISCUSSION AND ANALYSIS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
| With      the exception of historical facts stated herein, the matters discussed in      this report are "forward-looking" statements that involve risks and      uncertainties that could cause actual results to differ materially from      projected results. Such "forward-looking" statements include, but are      not necessarily limited to, statements regarding anticipated levels of      future revenues and earnings from operations of the Company. Readers      of this report are cautioned not to put undue reliance on      "forward-looking" statements, which are by their nature, uncertain as      reliable indicators of futureperformance. |

| Description      of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| As      discussed in detail in Note 1, the Company was incorporated under the laws      of the Commonwealth of Virginia on April 7, 1993 and, on June 30, 2000,      entered into a reverse merger in which it became the wholly owned      subsidiary of a public Nevada shell corporation, renamed Metwood,      Inc.  Effective January 1, 2002, Metwood acquired certain assets      of Providence Engineering, PC in a transaction accounted for under the      purchase method of accounting.                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| Principal Products/Services and      Markets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| Metwood                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Residential      builders are aware of the superiority of steel framing vs. wood framing,      insofar as steel framing is lighter; stronger; termite, pest, rot and fire      resistant; and dimensionally more stable in withstanding induced      loads.  Although use of steel framing in residential      construction has generally increased each year since 1980, many      residential builders have been hesitant to utilize steel due to the need      to retrain framers and subcontractors who are accustomed to a      "stick-built" construction method where components are laid out and      assembled with nails and screws.  The Company's founders, Robert      ("Mike") Callahan and Ronald Shiflett, saw the need to combine the      strength and durability of steel with the convenience and familiarity of      wood and wood fasteners. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| Metwood      manufactures light-gage steel construction materials, usually combined      with wood or wood fasteners, for use in residential and commercial      applications in place of more conventional wood products, which are      inferior in terms of strength and durability.  The steel and      steel/wood products allow structures to be built with increased load      strength and structural integrity and fewer support beams or support      configurations, thereby allowing for structural designs that are not      possible with wood-only products.                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| Metwood's      primary products and services are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Girders      and headers | ·  Garage,      deck and porch concrete pour-over systems |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Floor      joists | ·  Garage      and post-and-beam buildings |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Floor      joist reinforcers | ·  Engineering,      design and custom building services |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Roof      and floor trusses |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| Providence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |
| Providence      is extensively involved in ongoing product research and development for      Metwood.  Additionally, Providence offers its customers civil      engineering capabilities which include rezoning and special use      submissions; erosion and sediment control and storm-water management      design; residential, commercial, and religious facility site development      design; and utility design, including water, sewer and onsite treatment      systems.  Providence's staff is familiar with construction      practices and has been actively involved in construction administration      and inspection on multipleprojects.                                                                                                                                                                                                         |

| Providence      also performs a variety of structural design and analysis work,      successfully providing solutions for many projects, including retaining      walls, residential framing, commercial building framing, light-gage steel      fabrication drawings, metal building retrofits and additions, mezzanines,      and seismic anchors and restraints.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Providence      has designed numerous foundations for a variety of      structures.  Its foundation design expertise includes metal      building foundations, traditional building construction foundations,      atypical foundations for residential structures, tower foundations, and      sign foundations for a variety of uses andapplications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Providence      has also designed and drafted full building plans for several      applications.  When subcontracting with local professional      firms, Providence has the ability to provide basic architectural,      mechanical, electrical, and detailed civil and structural design services      for these facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Providence      has reviewed designs by manufacturers for a variety of structures and      structural components, including retaining walls, radio towers, tower      foundations, sign foundations, timber trusses, light-gage steel trusses,      and light-gage steel beams.  This service enables clients to      take generic designs and have them certified and approved for construction      in the desired locality.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Distribution Methods of Products and      Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| The      Company's sales are primarily retail, directly to contractors and      do-it-yourself homeowners in Virginia and North      Carolina.  Approximately 90% of the Company's sales are      wholesale to lumberyards, home improvement stores, hardware stores, and      plumbing and electrical suppliers in Virginia and North Carolina,      including Lowe's and 84 Lumber.  Metwood relies primarily on its      own sales force to generate sales; additionally, however, the Company has      distributors in Virginia, New York, Oklahoma, Arizona, Colorado and      Pennsylvania and also utilizes the salespeople of wholesale yards stocking      the Company's products as an additional sales force.  Metwood      intends to continue expanding the wholesale marketing of its unique      products to retailers and to license the Company's technology and products      to increase its distribution outside of Virginia, North Carolina and the      South. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Status of Publicly Announced New Products or      Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| The      Company has acquired four new patents through assignment from Robert M.      Callahan and Ronald B. Shiflett, the patent holders.  All four      patents reflect various modifications to the Company's Joist Reinforcing      Bracket which will make it even easier for tradesmen to insert utility      conduits through wood joists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Seasonality of Market                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| The      Company's sales can be subject to seasonal impacts, as its products are      used in residential and commercial construction projects which tend to be      at peak levels in Virginia and North Carolina between the months of March      and October.  Accordingly, the Company's sales tend to be      greater in its fourth and first fiscal quarters.  However, the      Company is expanding into less weather-sensitive markets, such as Florida,      Georgia, Arizona, South Carolina and Alabama in order to ameliorate      seasonality factors.  The Company builds an inventory of its      products throughout the winter and spring to support its sales      season.                                                                                                                                                                                                                                                                                        |

----

Table of Contents

| Competition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Nationally,      there are over one hundred manufacturers of the types of products produced      by the Company.  However, the majority of these manufacturers      are using wood-only products or products without metal      reinforcement.  Metwood has identified only one other      manufacturer in the United States that manufactures a wood-metal floor      truss similar to that of the Company.  However, Metwood has      often found that its products are the only ones that will work within many      customers' design specs.                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Sources and Availability of Raw Materials and the      Names of Principal Suppliers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| All      of the raw materials used by the Company are readily available on the      market from numerous suppliers.  The light-gage metal used by      the Company is supplied primarily by Marino-Ware, Telling Industries and      Wheeling Corrugating Company.  The Company's main sources of      lumber are BlueLinx and The Contractor Yard.  Gerdau Amersteel,      Descosteel and Adelphia Metals provide the majority of the Company's      rebar.  Because of the number of suppliers available to the      Company, its decisions in purchasing materials are dictated primarily by      price and secondarily by availability.  The Company does not      anticipate a lack of supply to affect its production; however, a shortage      might cause the Company to pass on higher materials prices to its      buyers. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Dependence on One or a Few Major      Customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Presently      the Company does not have any one customer whose loss would have a      substantial impact on the Company's operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Patents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| The      Company has eight U.S. Patents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      U.S.      Patent No. 5,519,977, "Joist Reinforcing Bracket," a bracket that      reinforces wooden joists with a hole for the passage of a utility      conduit.  The Company refers to this as its floor joist patch      kit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      U.S.      Patent No. 5,625,997, "Composite Beam," a composite beam that includes an      elongated metal shell and a pierceable insert for receiving nails, screws      or other penetrating fasteners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      U.S.      Patent No. 5,832,691, "Composite Beam," a composite beam that includes an      elongated metal shell and a pierceable insert for receiving nails, screws      or other penetrating fasteners.  This is a continuation-in-part      of U.S. Patent No. 5,625,997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      U.S.      Patent No. 5,921,053, "Internally Reinforced Girder with Pierceable      Nonmetal Components," a girder that includes a pair of c-shaped members      secured together so as to form a hollow box, which permits the girder to      be secured within a building structure with conventional fasteners such as      nails, screws and staples.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

|      U.S.      Patent Nos. D472,791S, D472,792S, D472,793S, and D477,210S, all      modifications of Metwood's Reinforcing Bracket, which will be used for      repairs of wood I-joists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Each      of these patents was originally issued to the inventors and Company      founders, Robert Callahan and Ronald B. Shiflett, who licensed these      patents to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Need for Government Approval of Principal      Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| The      Company's products must either be sold with an engineer's seal or      applicable building code approval.  Once that approval is      obtained, the products can be used in all fifty states.  The      Company's Floor Joist Reinforcer received Bureau Officials Code      Association ("BOCA") approval in April 2001.  Currently, the      Company's chief engineer has obtained professional licensure in several      states which permit products not building code approved to be sold and      used with his seal.   The Company expects his licensure in      a growing number of states to greatly assist in the uniform acceptability      of its products as it expands to new markets.                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Time Spent During the Last Two Fiscal Years on      Research and Development Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Approximately      fifteen percent of the Company's time and resources have been spent during      the last two fiscal years researching and developing its metal/wood      products, new product lines, and new patents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Costs and Effects of Compliance with Environmental      Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| The      Company does not incur any costs to comply with environmental      laws.  It is an environmentally friendly business in that its      products are fabricated from recycled steel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Number of Total Employees and Number of Full-Time      Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| The      Company had thirty employees at September 30, 2008, twenty-nine of whom      were full time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Results      of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Net Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| The      Company had net income of $121,611 for the three months ended September      30, 2008, versus $54,559 for the three months ended September 30, 2007, an      increase of $67,052.  The increase in net income for the three      months ended September 30, 2008 compared to 2007 was attributable      primarily to lower materials costs in the construction area as a      percentage of gross sales (64% in 2007 versus 49% in      2008).  Construction area sales decreased 12% comparing 2008 to      2007, but that decrease was offset by the lowered costs of goods      sold.   Some savings also occurred in insurance cost      decreases (new carrier and better workers compensation experience      ratings); lower repairs and maintenance expense; and payroll cost      decreases.  Less job installs cut down on the amount of overtime      required, and some exployees volunteered to take time  off. |

| Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Revenues      were $1,062,347for the      three months ended September 30, 2008 compared to $1,210,168 for the same      period in 2007, a decrease of $147,821, or 12%.  The sales      decline for the three-month period in 2008 versus 2007 reflects a general      downtown in the building industry.  Although the Company has      sold product in over twenty-five states since July 2007, our local market      is down 20%. Nonetheless, truss sales have increased over 2007, and the      commercial market has overcome some of the residential      downturn.  The potential for increased sales volume as the      Company goes forward is enhanced by the fact that we are now an authorized      fabricator for the Dynatruss light-gauge steel truss system, begun in      March 2008. |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Total      administrative expenses were $334,651 for the three months ended September      30, 2008, versus $350,616 for the three months ended September 30, 2007, a      decrease of $15,965 (5%).  For the three months ended September      30, 2008 versus 2007, insurance costs declined 12%; office expense      decreased 51%; and travel costs declined 54% due to elimination of shows;      however, the savings in these areas was partially offset by increases in      internet costs, repairs and maintenance, and other    expenses. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Liquidity and Capital    Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| On      September 30, 2008, the Company had cash of $58,262 and working capital of      $1,806,386.  Net cash provided by operating activities was      $170,835 for the three months ended September, 2008 compared to $83,363      for the three months ended September 30, 2007.  The higher      provision of cash from operating activities in the current year resulted      primarily from the decrease in accounts receivable partially offset by a      paydown of accounts payable.                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Cash      used in investing activities was $30,453 for the three months ended      September 30, 2008, compared to cash used of $104,024 during the same      period in the prior year.  Cash flows used in investing      activities for the current period were for shop equipment $452); computers      and peripherals and furniture and fixtures ($8,400); and leasehold and      land improvements ($21,601).                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Cash      used in financing activities was $150,000 for the three months ended      September 30, 2008 compared to cash provided of $24,814 for the period      ended September 30, 2007.  The cash used in 2008 was to pay off      the Company's credit linebalance.                                                                                                                                                                                                                                                                               |

| ITEM      4 - CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)      Evaluation of disclosure controls and procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Our      management, with the participation of our chief executive officer and      chief financial officer, evaluated the effectiveness of our disclosure      controls and procedures pursuant to Rule 13a-15 under the Securities      Exchange Act of 1934 as of the end of the period covered by this Quarterly      Report on Form 10-Q. 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. In      addition, the design of disclosure controls and procedures must reflect      the fact that there are resource constraints and that management is      required to apply its judgment in evaluating the benefits of possible      controls and procedures relative to their costs. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Based      on our evaluation, our chief executive officer and chief financial      officer concluded that our disclosure controls and procedures are designed      at a reasonable assurance level and are effective to provide reasonable      assurance that information we are required to disclose in reports that we      file or submit under the Exchange Act is recorded, processed, summarized      and reported within the time periods specified in Securities and Exchange      Commission rules and forms, and that such information is accumulated and      communicated to our management, including our chief executive officer and      chief financial officer, as appropriate, to allow timely decisions      regarding required disclosure.                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)      Changes in internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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 no changes in our internal control over financial reporting that      occurred during the period covered by this Quarterly Report on Form 10-Q      that have materially affected, or are reasonably likely to materially      affect, our internal control over financial  reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

----

Table of Contents

| PART      II - OTHER INFORMATION                                                                                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                     |
| ITEM      6 - EXHIBITS AND REPORTS ON FORM 8-K                                                                                                                           |
|                                                                                                                                                                     |
|       (a)  Exhibits                                                                                                              |
|                                                                                                                                                                     |
|              See      index to exhibits.                                                                |
|                                                                                                                                                                     |
|       (b)  Reports      on Form 8-K                                                                                              |
|                                                                                                                                                                     |
|              There      were no reports on Form 8-K filed during the quarter ended March 31,      2008. |
|                                                                                                                                                                     |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| SIGNATURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| In      accordance with 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, thereunto duly authorized.                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Date:  November      14,      2008                                /s/  Robert      M. Callahan                                                                                                                                                                                                          |
|                                                                          Robert      M. Callahan               |
|                                                                          Chief      Executive Officer          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                          /s/  Shawn      A. Callahan |
|                                                                          Shawn      A. Callahan                |
|                                                                          Chief      Financial Officer          |

----

Table of Contents

| INDEX      TO EXHIBITS                                                             |
|------------------------------------------------------------------------------------|
|                                                                               |
| NUMBER              DESCRIPTION OF EXHIBIT |
|                                                                               |   |   |   |   |   |   |   |   |   |
| 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 (18U.S.C. 1350) |
|                                                                               |   |   |   |   |   |   |   |   |   |
| *Incorporated      by reference on Form 8-K, filed February 16, 2000               |   |   |   |
|                                                                               |   |   |   |   |   |   |   |   |   |
| **Incorporated      by reference on Form 8-K, filed February 16, 2000              |   |   |   |