----

----

| UNITED STATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| SECURITIES      AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         |
| Washington,      D.C. 20549                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | FORM      10-Q                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Amendment      No. 2                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |
| For      the quarterly period ended September 30, 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| [   ]      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                                     (      RS Employer Identification      No.)                                                |
| of      incorporation)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                         |   |    |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| 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 October 31, 2009, the number of shares outstanding of the registrant's      common stock,                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $0.001      par value (the only class of voting stock), was 12,231,797      shares.                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |

----

|    METWOOD,      INC. AND SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  TABLE      OF CONTENTS - FORM 10-QSB                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |
| EXPLANATORY      NOTE                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |
| The      sole purpose of this Amendment No. 2 to the Company's Quarterly Report on      Form 10-Q for the period ended September 30, 2009, as filed with the      Securities and Exchange Commission on November 13, 2009, is to furnish the      certifications of Section 302 of the Sarbanes-Oxley Act of 2002 that      conforms to the language in Item 601(B)(31) of Regulation      S-B/S-K. |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |
| No      other changes have been made to the Form 10-Q. This Form 10-Q/A      speaks as of the original filing date of the Form 10-Q, does not      reflect events that may have occurred subsequent to the original filing      date, and does not modify or update in any way disclosures made in the      Form 10-Q.                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                |   |   |   |   |   |   |   |   |   |
| The      filing of this Amendment No. 2 to the Quarterly Report is not a      representation that any statements contained in items of the Quarterly      Report other than that information being amended hereby are true or      complete as of any date subsequent to the date of the Quarterly      Report.                                                                                |

| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

| 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 September 30,      2009.                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 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:  May      11,      2010                                        /s/  Robert M.      Callahan                                                                                                                                                      |
|                                                                          Robert      M. Callahan      |
|                                                                          Chief      Executive Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Date:  May      11,      2010                                        /s/  Shawn A.      Callahan                                                                                                                                                       |
|                                                                          Shawn      A. Callahan       |
|                                                                          Chief      Financial Officer |

----

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