UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                For the quarterly period ended September 30, 2002

[ ] TRANSITION REPORT UNDER SECTION 12 OR 15(d) OF THE EXCHANGE ACT

               For the transition period from ________ to ________

                         Commission File Number 0-05391


                                  METWOOD, INC.
             (Exact name of registrant as specified in its charter)


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


                      819 Naff Road, Boones Mill, VA 24065
                    (Address of principal executive offices)

                            (540) 334-4294 (Issuer's
                                telephone number)

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______

Number of shares of common stock outstanding as of November 18, 2002: 12,053,549

Transitional Small business Disclosure Format (Check one) Yes [  ] No  [X]


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                          METWOOD, INC. AND SUBSIDIARY
                         TABLE OF CONTENTS - FORM 10QSB

PART I - FINANCIAL INFORMATION                                                                                   Page

       Item 1   Financial Statements

<S>                                                                                                              <C>
                    Consolidated Balance Sheet - September 30, 2002                                               3-4

                    Consolidated Statements of Income for the Three Months Ended                                   5
                          September 30, 2002 and 2001

                    Consolidated Statements of Cash Flows for the Three Months                                     6
                          Ended September 30, 2002 and 2001

                    Notes to Consolidated Financial Statements                                                   7-10

       Item 2   Management's Discussion and Analysis                                                             11-15

       Item 3   Controls and Procedures                                                                           16

PART II - OTHER INFORMATION

       Item 5   Other Information

                    Changes in Registrant's Certifying Accountant                                                 17

       Item 6   Exhibits and Reports on Form 8-K                                                                  18

Signatures                                                                                                        18

Certification of Chief Executive Officer                                                                         19-20

Certification of Chief Financial Officer                                                                         21-22

Index to Exhibits                                                                                                 23


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<TABLE>
<CAPTION>

                           METWOOD, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2002


                                                                                                   (Unaudited)
                                                                                                 September 30, 2002
                                                                                                  -----------------
ASSETS

Current Assets
<S>                                                                                                       <C>
      Cash                                                                                                $ 54,829
      Accounts receivable                                                                                  150,413
      Inventory                                                                                            263,179
      Prepaid expenses                                                                                      19,720
                                                                                                  -----------------

           Total current assets                                                                            488,141

Property and Equipment
      Furniture, fixtures and equipment                                                                     33,457
      Computer hardware, software and peripherals                                                           64,041
      Website development                                                                                   11,800
      Machinery and shop equipment                                                                         156,037
      Vehicles                                                                                             129,918
      Buildings and improvements                                                                           673,866
      Land                                                                                                 177,000
                                                                                                  -----------------
                                                                                                         1,246,119
      Less accumulated depreciation                                                                       (215,519)
                                                                                                  -----------------

           Net property and equipment                                                                    1,030,600

      Goodwill                                                                                             253,088
                                                                                                  -----------------

                TOTAL ASSETS                                                                            $1,771,829
                                                                                                  =================

See accompanying notes to consolidated financial statements.

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                          METWOOD, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2002


                                                                                                        (Unaudited)
                                                                                                        September 30,
                                                                                                            2002
                                                                                                       ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
<S>                                                                                                          <C>
      Accounts payable and accrued expenses                                                                  $ 103,511
      Income taxes currently payable                                                                            33,442
      Bank line of credit                                                                                      140,000
                                                                                                       ----------------

           Total current liabilities                                                                           276,953

Long-Term Liabilities
      Deferred income tax liability                                                                             29,083
                                                                                                       ----------------

           Total liabilities                                                                                   306,036
                                                                                                       ----------------

Stockholders' Equity
      Common stock, $.001 par, 100,000,000 shares authorized;
         12,053,549 shares issued and outstanding                                                               12,053
      Common stock not yet issued ($.001 par, 4,000 shares)                                                          4
      Additional paid-in capital                                                                             1,347,696
      Retained earnings                                                                                        106,040
                                                                                                       ----------------

           Total stockholders' equity                                                                        1,465,793
                                                                                                       ----------------

           TOTAL LIABILITIES
             AND STOCKHOLDERS' EQUITY                                                                       $1,771,829
                                                                                                       ================

See accompanying notes to consolidated financial statements.

</TABLE>

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                          METWOOD, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                                                                       (Unaudited)
                                                                          ----------------------------------------
                                                                            September 30,         September 30,
                                                                                2002                  2001
                                                                          ------------------    ------------------
REVENUES
<S>                                                                               <C>                   <C>
      Sales                                                                       $ 470,651             $ 438,141
      Cost of sales                                                                (254,093)             (241,173)
                                                                          ------------------    ------------------
           Gross profit                                                             216,558               196,968

ADMINISTRATIVE EXPENSES
      Advertising                                                                     3,196                 8,915
      Consulting                                                                      4,525
      Depreciation                                                                   18,127                15,000
      Employee benefit programs                                                      11,604                 5,066
      Insurance                                                                      10,471                 4,137
      Investor relations                                                              1,628
      Other                                                                           5,416                 2,336
      Payroll taxes                                                                  11,090                 9,703
      Printing and reproduction                                                       1,811
      Professional fees                                                              21,414                 4,547
      Repairs and maintenance                                                         3,104                10,931
      Salaries and wages                                                             94,034                69,469
      Supplies and office expense                                                     7,786                10,419
      Telephone                                                                       4,609                 5,372
      Travel                                                                          2,992
      Utilities                                                                       2,097                 1,472
      Vehicle expenses                                                                9,286                 1,445
                                                                          ------------------    ------------------
      Total administrative expenses                                                 213,190               148,812
                                                                          ------------------    ------------------

Operating income                                                                      3,368                48,156

Other income (expense)                                                                  (60)                2,166
                                                                          ------------------    ------------------

Income before income taxes                                                            3,308                50,322

Income tax provision                                                                  1,415
                                                                          ------------------    ------------------

Net income                                                                          $ 1,893              $ 50,322
                                                                          ==================    ==================

Basic and diluted earnings per share                                              **                    **

Weighted average number of shares                                                12,053,549            11,757,883

**Less than $.01

See accompanying notes to consolidated financial statements.

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<CAPTION>


                                METWOOD, INC. AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001


                                                                                          ----------------------------------
                                                                                               2002               2001
                                                                                          ---------------    ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                              <C>               <C>
     Net income                                                                                  $ 1,893           $ 50,322
     Adjustments to reconcile net income to net cash provided by
     operating activities:
         Depreciation                                                                             18,127             15,000
         Changes in operating assets and liabilities:
             Decrease (increase) in accounts receivable and related                               36,350            (15,023)
                 due from shareholder
             Increase in inventory                                                                   (22)              (906)
             Increase in prepaid expenses                                                        (12,139)
             Increase (decrease) in accounts payable and accrued expenses                          5,033            (42,819)
             Decrease in income taxes payable                                                    (16,058)
             Increase in deferred income taxes                                                    17,473
                                                                                          ---------------    ---------------
                 Net cash provided by operating activities                                        50,657              6,574
                                                                                          ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES

     Purchases of property and equipment                                                         (42,159)           (12,824)
                                                                                          ---------------    ---------------
         Net cash used by investing activities                                                   (42,159)           (12,824)
                                                                                          ---------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Repayment of note payable                                                                 (21,757)
     Net borrowings (repayments) under line-of-credit agreement                                (10,000)              30,000
                                                                                          ---------------    ---------------
         Net cash used by financing activities                                                   (31,757)            30,000
                                                                                          ---------------    ---------------

Net increase (decrease) in cash                                                                  (23,259)            23,750

Cash, beginning of year                                                                           78,088             25,924
                                                                                          ---------------    ---------------

Cash, end of year                                                                               $ 54,829           $ 49,674
                                                                                          ===============    ===============
See accompanying notes to consolidated financial statements.
</TABLE>


                                       6
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                          METWOOD, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (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 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, P.C. ("Providence"), a professional engineering firm with customers
in the same proximity as Metwood, paying $60,000 in cash and issuing 290,000
common shares to the two Providence shareholders. These shares were valued at
the closing quoted stock price of $1.00 per share at the effective date of the
purchase. See the Company's Annual Report on Form 10-KSB for the year ended June
30, 2002 for additional disclosures. One of the shareholders of Providence was
also an officer and existing shareholder of Metwood prior to the acquisition.
The transaction was accounted for under the purchase method of accounting.

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 unaudited condensed financial statements included
herein include the accounts of Metwood, Inc. (the Nevada corporation) and its
wholly owned subsidiary (the Virginia corporation) on a consolidated basis,
prepared under the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. For further
information, refer to the Company's Annual Report on Form 10-KSB for the year
ended June 30, 2002.



                                       7
<PAGE>

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, 2002
are not necessarily indicative of the results to be expected for the entire
fiscal year ending June 30, 2003.

Accounts Receivable - Accounts receivable are charged to an allowance for
doubtful accounts as they are deemed uncollectible based upon a periodic review
of the accounts. At September 30, 2002, the allowance was $1,479 and has been
netted against accounts receivable for balance sheet presentation.

Credit is extended to customers based on an evaluation of their financial
condition, and collateral is not required. The Company performs ongoing credit
evaluations of its customers.

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.

Net Income Per Common Share -SFAS No. 128 requires dual presentation of basic
and diluted earnings per share (EPS) with a reconciliation of the numerator and
denominator of the EPS computations. 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. Accordingly, this presentation has been adopted for the years presented.
There were no adjustments required to net income for the years presented in the
computation of diluted earnings per share.

Web Site Development - The rules regarding capitalization versus expensing of
web site development costs have been set forth in two American Institute of
Certified Public Accountants (AICPA) publications, AICPA Statement of Position
(SOP) 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use," and AICPA Emerging Issues Task Force (EITF) Issue No. 00-2,
"Accounting for Web Site Development Costs." These publications require, in
part, that all costs incurred during the application development stage of web
site development be capitalized, all training and application maintenance costs
incurred during the post-implementation (operations) stage be expensed, and all
upgrades and enhancements incurred during the post-implementation (operations)
stage be capitalized. As of September 30, 2002, the Company had capitalized
$11,800 in costs which have been incurred in the development stage of its web
site.


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New Accounting Standards - In June 2001 the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"),
"Goodwill and Other Intangible Assets." This statement requires that goodwill
and intangible assets deemed to have an indefinite life not be amortized.
Instead, such assets are to be tested for impairment annually, or immediately if
conditions indicate that such an impairment could exist. Transition to the new
rules of SFAS 142 requires the completion of a transitional impairment test of
goodwill within the first year of adoption. The Company adopted the provisions
of SFAS 142 beginning July 1, 2002 and plans to perform impairment testing of
its goodwill in the second quarter of its fiscal year.

NOTE 2 - EARNINGS PER SHARE

Net income and earnings per share for the three months ending September 30, 2002
and 2001 is as follows:
<TABLE>
<CAPTION>

                                                                               2002                 2001
                                                                               ----                 ----

<S>                                                                            <C>                 <C>
          Net income                                                           $1,893              $50,322
          Income per share - basic and fully diluted                               **                   **
          Weighted average number of shares                                12,053,549           11,757,883

**Less than $.01
</TABLE>

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NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the three months ended
September 30, 2002 and 2001 are summarized as follows:
<TABLE>
<CAPTION>

                                                                                     2002                 2001
                                                                                     ----                 ----
          Cash paid for:
<S>                                                                                  <C>               <C>
          Income taxes                                                              $    --            $   --
          Interest                                                                  $ 2,128             $ 861

</TABLE>

NOTE 4 - RELATED-PARTY TRANSACTIONS

From time to time, the Company contracts with a construction company related
through common ownership and from whom the Company earns equipment rental fees.
There were no fees earned for the three months ended September 30, 2002 or 2001,
and there were no amounts receivable from the related party at September 30,
2002 or 2001.

NOTE 5 - BANK CREDIT LINE

During the three months ended September 30, 2002, the Company borrowed $20,000
on its $650,000 bank line of credit and repaid $30,000, leaving a balance of
$140,000 outstanding. The available line of credit at September 30, 2002 was
$510,000. The loan is payable on demand, with interest payable at the bank's
prime rate. The actual rate of interest in effect at September 30, 2002 was
4.75%. Accounts receivable, equipment, general intangibles, inventory, furniture
and fixtures secure the loan under a signed Security Agreement dated February
25, 2002. The Company's shareholder and CEO guarantees the loan.

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. However, the Company's manufactured products
must either be sold with their engineers' seal or with Building Officials Code
Association (BOCA) approval. Summarized revenue and expense information by
segment for the three months ended September 30, 2002 and 2001 follows:
<TABLE>
<CAPTION>

                                                                        2002                 2001
                                                                        ----                 ----
          Manufacturing:
<S>                                                                 <C>                <C>
             Revenues from external customers                       $437,197           $438,141
             Intersegment revenues                                        --                 --
             Segment profit before income taxes                       35,891             50,322

          Engineering:
             Revenues from external customers                      $  33,454           $     --
             Intersegment revenues                                       200                 --
             Segment loss before income taxes                        (32,583)                --

</TABLE>

                                       10
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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 future performance.

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, P.C. in a transaction
accounted for under the purchase method of accounting.

Principal Products/Services and Markets

Residential builders are aware of the superiority of steel framing vs. wood
framing, insofar as steel framing is lighter, stronger, termite, pest, rot and
fire resistant, and dimensionally more stable to withstand 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.

The Company 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.

The Company's primary products and services are:

          -    Girders and headers

          -    Floor joists

          -    Floor joist reinforcers


                                       11
<PAGE>


          -    Roof and floor trusses

          -    Garage, deck and porch concrete pour-over systems

          -    Garage and post and beam buildings

          -    Engineering, design and custom building services

Distribution Methods of the Products and Services

The Company's sales are primarily retail, directly to contractors and
do-it-yourself homeowners in Virginia and North Carolina. Approximately 20% of
the Company's sales are wholesale to lumberyards, home improvement stores,
hardware stores, and plumbing and electrical suppliers in Virginia and North
Carolina. The Company is currently in the process of establishing more
relationships with wholesale yards to increase sales and to have the wholesale
yards stock Metwood products. The Company relies on its own sales force for all
outside sales but is anticipating utilizing the salespeople of wholesale yards
as an additional sales force once the yards stock the Company's products. The
Company is also in discussions with national engineered I-joist manufacturers
who are interested in marketing the Company's products and expects to announce
affiliations with these companies in the near future.

Seasonality of Market

The Company's sales are subject to seasonal impacts, as its products are used in
residential and commercial construction projects, which tend to be at a higher
building rate in Virginia and North Carolina between the months of March and
October. Accordingly, the Company's sales are greater in its fourth and first
quarters. The Company builds an inventory of its products throughout the winter
and spring to support its sales season.

Competition

Nationally, there are over one hundred manufacturers of the types of products
produced by the Company. Approximately 10% of these manufacturers capture
approximately 80% of the market for these products. In addition, most of these
manufacturers are better financed than the Company, and therefore better poised
for market retention and expansion. The majority of these manufacturers,
however, are using wood-only products, or products without metal reinforcement.
The Company has identified only one other manufacturer in the western United
States that manufactures a wood-metal floor truss similar to that of the
Company. The Company holds four separate patents on its products (see Patents
section below) that are unique only to the Company. The Company intends to
continue to expand the wholesale marketing of its unique products to retailers
and to license the Company's technology and products in order to increase its
distribution outside of Virginia, North Carolina and the South.


                                       12
<PAGE>

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 Dietrich Industries. The Company's main sources of lumber are
Lowe's, 84 Lumber Company, and Smith Mountain Building Supply. Gerdau Amersteel,
Descosteel, and Adelphia Metals provide the majority of the Company's rebar
supply. Because of the number of suppliers available to the Company, its
decisions in purchasing materials is dictated primarily by price and secondarily
by availability. The Company does not anticipate a lack of supply to ever affect
its production, but rather a shortage may 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 a customer, the loss of which would have a
substantial impact on the Company's operations. As the Company continues to
expand its wholesale sales to retailers, a substantial impact would be more
likely should such a customer be lost.

Patents

The Company has four U.S. patents:

     U.S. Patent No. 5,519,977, Joist Reinforcing Bracket, a bracket that
reinforces wooden joists, provided 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.

The Company also has a patent pending on a modification of the floor joist patch
kit. The Company expects that this patent will be granted from the U.S. Patent
office within the next twelve months.

Each of these patents was originally issued to the inventors and Company
founders, Robert (Mike) Callahan and Ronald Be. Shiflett, who licensed these
patents to the Company.


                                       13
<PAGE>


Need for Government Approval of Principal Products

The Company's products must either be sold with an engineer's seal or Bureau
Officials Code Association (BOCA) approval. Once BOCA approval is obtained, the
products can be used in all fifty states. The Company's floor joist patch kit
received BOCA approval in April 2001. The Company expects this to greatly assist
in the uniform acceptability of the Company's 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 metal/wood
products.

Results of Operations

Net Income

The Company had net income of $1,893 for the three months ended September 30,
2002, versus net income of $50,322 for the three months ended September 30,
2001, a decrease of $48,429. The decrease in income was a result of increased
expenses related to the acquisition of Providence Engineering ("Providence"),
particularly payroll and related benefits, insurance and professional fees.

Sales

Revenues were $470,651 for the three months ended September 30, 2002, versus
$438,141 for the three months ended September 30, 2001, an increase of $32,510,
or 7%. The increase was due to the sales contributed by Providence for the
quarter. Average selling prices and gross margins remained fairly constant.

Expenses

Total administrative expenses were $213,190 for the three months ended September
30, 2002, versus $148,812 for the three months ended September 30, 2001, an
increase of $64,378, or 43%. Notable differences were as follows:


                                       14
<PAGE>

          -    Salaries and wages, employee benefits and payroll taxes increased
               $68,725,  of which $43,364 was  attributable to Providence,  with
               some  additional  benefit  costs  due to an  increased  number of
               eligible   employees;   benefit   packages  are  currently  being
               evaluated in order to change them in such a way as to be the most
               cost effective for both companies;

          -    Travel and vehicle expenses  increased $10,833 as a result of the
               Company's  out-of-state  marketing  campaign  at  building  trade
               shows;

          -    Insurance  expense  increased $6,334 due to the initial increased
               expense  added  by  Providence,  the  purchase  of key  man  life
               insurance,  as well as the increase in insurance  costs generally
               (an average of 30%  nationwide);  however  Metwood and Providence
               have  combined   general   liability  and  workers   compensation
               insurance  packages  which  will  result in costs  savings in the
               future.

Liquidity and Capital Reserves

On September 30, 2002, the Company had cash of $54,829 and working capital of
$211,688. Net cash provided by operating activities was $50,657 for the three
months ended September 30, 2002 as compared to $6,574 for the three months ended
September 30, 2001. The difference was due primarily to a net collection of
accounts receivable of $36,350.

Net cash used in investing activities was $42,159 for the three months ended
September 30, 2002 as compared to net cash used of $12,824 during the same
period ended September 30, 2001. Cash flows used in investing activities for the
quarter ended September 30, 2002 were primarily for a roof addition ($9,747),
vehicles ($10,000), and computers, software and capitalized website development
($16,719).

Cash used in financing activities totaled $31,757 for the three months ended
September 30, 2002 as compared with cash provided by financing activities of
$30,000 for the three months ended September 30, 2001. Cash was used in the
current period to pay off vehicle loans and to pay down the bank line of credit,
whereas in the prior year, funds were obtained from the bank line of credit for
operating capital.


                                       15
<PAGE>

ITEM 3 - CONTROLS AND PROCEDURES

The management of Metwood, Inc. has reviewed the systems of internal controls
and disclosures within the specified time frame of ninety days. Management
believes that the systems in place allow for proper controls and disclosures of
financial reporting information. There have been no changes in these controls
since our last evaluation date.


                                       16
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 5 - OTHER INFORMATION

Changes in Registrant's Certifying Accountant

(a) Previous independent accountant
(i) On November 13, 2002, the Company dismissed Bongiovanni & Associates as its
independent accountants.
(ii) The reports of Bongiovanni & Associates on the financial statements for the
years ended June 30, 2002 and June 30, 2001 did not contain an adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

(iii) The decision to change accountants was recommended by the Company's board
of directors.

(iv) During the Company's most recent fiscal year ended June 30, 2002, there
were disagreements with the former accountant on matters of accounting
principles or practice that, if not resolved to the satisfaction of the former
accountant, would have caused them to make reference to the subject matter of
the disagreements in connection with their report. The subject matter of the
disagreements was 1) the capitalization of computer software developed by a
shareholder of Providence and purchased by Metwood and 2) the effective date of
the purchase of Providence's assets. These matters were discussed with the
Company's board of directors and were resolved to the satisfaction of both the
Company and our former accountant. The Company has authorized the former
accountant to respond fully to the inquiries of the successor accountant
concerning the subject matter of each of such disagreements. In connection with
the Company's audit for the fiscal year ended June 30, 2001, there were no
disagreements with the fo the disagreements in connection with their report.

(v) The Company has requested that Bongiovanni & Associates furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements and, if not, stating the respects in which they do not agree. A copy
of such letter will be filed with the Commission within ten business days after
the filing of this report.

(b) New independent accountant

(i) The Company engaged McLeod & Company as its new independent accountants as
of November 13, 2002. During the two most recent fiscal years and through
November 13, 2002, the Company has not consulted with McLeod & Company regarding
either 1) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, and McLeod & Company did not
provide either a written report or oral advice on any such matters; or 2) any
matter that was either the subject of a disagreement or a reportable event, each
as defined in Item 304 of Regulation S-K.


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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
          September 30, 2002.



                                   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 19, 2002                      /s/Robert M. Callahan
                                              Robert M. Callahan
                                              Chief Executive Officer

                                             /s/Annette G. Mariano
                                             Annette G. Mariano
                                             Chief Financial Officer


                                       18
<PAGE>


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





Robert M. Callahan, Chief Executive Officer of Metwood, Inc., certifies that:

1.   I have reviewed this quarterly report on Form 10-QSB of Metwood, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of and for the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 131-14 and 15d-14) for the registrant and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiary, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within ninety days prior to
               the filing date of this quarterly report (the "Evaluation Date");
               and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;


                                       19
<PAGE>


5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial date
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  November 18, 2002                       /s/   Robert M. Callahan
                                               Robert M. Callahan
                                               Chief Executive Officer


                                       20
<PAGE>


                    Certification of Chief Financial Officer
                 Securities Exchange Act rules 13a-14 and 15d-14
      As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





Annette G. Mariano, Chief Financial Officer of Metwood, Inc., certifies that:

1.   I have reviewed this quarterly report on Form 10-QSB of Metwood, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of and for the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 131-14 and 15d-14) for the registrant and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiary, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within ninety days prior to
               the filing date of this quarterly report (the "Evaluation Date");
               and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;


                                       21
<PAGE>

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial date
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  November 18, 2002                  /s/  Annette G. Mariano
                                          Annette G. Mariano
                                          Chief Financial Officer



                                       22
<PAGE>

                                INDEX TO EXHIBITS

NUMBER                       DESCRIPTION OF EXHIBIT
------                       ----------------------
  3(i)*                      Articles of Incorporation

  3(ii)**                    By-Laws




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

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





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