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|------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
| UNITED                STATES                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| SECURITIES                AND EXCHANGE COMMISSION                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Washington,                D.C. 20549                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
|                                                                                                                               | FORM                10-QSB                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
| [X]                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT                OF 1934 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| For                the quarterly period ended March 31, 2008                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
| [   ]                TRANSITION REPORT UNDER SECTION 12 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                                                                                  |  (IRS              Employer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| of                incorporation)                                                                                                   |   Identification              No.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
| 819                Naff Road, Boones Mill, VA 24065                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (Address                of principal executive offices)                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
| (540)                334-4294                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (Issuer's                telephone number)                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
|                                                                                                                               | Check                whether the issuer (1) filed all reports required to be filed by                Section                13 or 15(d) of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                               | Exchange                Act during the past 12 months (or for such shorter period that the                registrant was required                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                               | to                file such reports), and (2) has been subject to such filing requirements                for the past 90 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                               |                                                                                                                           Yes                _X__ No ____ Indicate                by check marck whether the registrant is a shell                company (as defind in Rule 12b-2 of the exchange Act).   Yes                _____   No __X__ |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
|                                                                                                                               | Number                of shares of common stock outstanding as of May 14, 2008:                12,091,399                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |
|                                                                                                                               | Transitional                Small Business Disclosure Format (Check one) Yes [  ]                No  [X]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |

----

|    METWOOD,                  INC.                  AND SUBSIDIARY |
|----------------------------------------------------------------------------------|
|  TABLE                  OF                  CONTENTS                        |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
| PART                  I - FINANCIAL                  INFORMATION                 |   |   |   |   | Page(s) |
|                                                                             |   |   |   |   |   |   |   |   |   |
|     Item                  1                                  |   Financial                  Statements |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |       Consolidated                  Balance Sheet As of March 31, 2008 |   |   | 3-4 |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |       Consolidated                  Statements of Income for the Three and Nine Months |   | 5 |
|                                                                             |             Ended                  March 31, 2008 and 2007 |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |       Consolidated                  Statements of Cash Flows for the Nine Months |   | 6 |
|                                                                             |             Ended                  March 31, 2008 and 2007 |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
|                                                                             |       Notes                  to Consolidated Financial Statements |   |   |   | 7-9 |
|                                                                             |   |   |   |   |   |   |   |   |   |
| Item                  2                                                          |   Management's                  Discussion and Analysis |   |   |   |   | 10 |
|                                                                             |   |   |   |   |   |   |   |   |   |
| Item                  3                                                          |   Controls                  and                  Procedures |   |   |   |   |   | 10 |
|                                                                             |   |   |   |   |   |   |   |   |   |
| PART                  II - OTHER                  INFORMATION                    |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |   |
| Item                  6                                                          |   Exhibits                  and Reports                  on Form 8-K |   |   |   |   | 14 |
|                                                                             |   |   |   |   |   |   |   |   |   |
| Signatures                                                                       |   |   |   |   |   |   |   |   | 15 |
|                                                                             |   |   |   |   |   |   |   |   |   |
| Index                  to                  Exhibits                              |   |   |   |   |   |   |   | 16 |

----

Table          of Contents

| METWOOD,                  INC. AND                  SUBSIDIARY                |
|-------------------------------------------------------------------------------|
| CONSOLIDATED                  BALANCE                  SHEET                  |
| AS                  OF MARCH 31,                  2008                        |
| (UNAUDITED)                                                                   |
|                                                                          |   |   |   |
|                                                                          |   |   |   |
|                                                                          |   |   |   |
|                                                                          |   |   |   |
| ASSETS                                                                        |   |   |   |
|                                                                          |   |   |   |
| Current                  Assets                                               |   |   |   |
| Cash                  and cash                  equivalents                   |   | $ | 136,015 |   |
| Accounts                  receivable                                          |   |   | 389,858 |   |
| Deposits                                                                      |   |   | 7,100 |   |
| Inventory                                                                     |   |   | 1,404,828 |   |
| Prepaid                  expenses                                             |   |   | 42,998 |   |
|                                                                          |   |   |   |   |
| Total                  current                  assets                        |   |   | 1,980,799 |   |
|                                                                          |   |   |   |   |
| Property                  and                  Equipment                      |   |   |   |   |
| Leasehold                  and land                  improvements             |   |   | 166,368 |   |
| Furniture,                  fixtures and                  equipment           |   |   | 81,351 |   |
| Computer                  hardware, software and                  peripherals |   |   | 202,347 |   |
| Machinery                  and shop                  equipment                |   |   | 391,370 |   |
| Vehicles                                                                      |   |   | 349,651 |   |
|                                                                          |   |   | 1,191,087 |   |
| Less                  accumulated                  depreciation               |   |   | (667,947 | ) |
|                                                                          |   |   |   |   |
| Net                  property and                  equipment                  |   |   | 523,140 |   |
|                                                                          |   |   |   |   |
| Goodwill                                                                      |   |   | 253,088 |   |
|                                                                          |   |   |   |   |
| TOTAL                  ASSETS                                                 |   | $ | 2,757,027 |   |
|                                                                          |   |   |   |   |

----

Table          of Contents

| METWOOD,                  INC. AND                  SUBSIDIARY                            |   |
|-------------------------------------------------------------------------------------------|--------|
| CONSOLIDATED                  BALANCE                  SHEET                              |   |
| AS                  OF MARCH 31,                  2008                                    |   |
| (UNAUDITED)                                                                               |
|                                                                                      |   |   |   |
|                                                                                      |   |   |   |
|                                                                                      |   |   |   |
|                                                                                      |   |   |   |
| LIABILITIES                  AND STOCKHOLDERS'                  EQUITY                    |   |   |   |
|                                                                                      |   |   |   |
| Current                  Liabilities                                                      |   |   |   |
| Accounts                  payable and accrued                  expenses                   |   | $ | 263,280 |   |
| Income                  taxes                                                             |   |   | 42,959 |   |
|                                                                                      |   |   |   |   |
| Total                  current                  liabilities                               |   |   | 306,239 |   |
|                                                                                      |   |   |   |   |
| Long-term                  Liabilities                                                    |   |   |   |   |
| Deferred                  income taxes,                  net                              |   |   | 127,568 |   |
|                                                                                      |   |   |   |   |
| Total                  long-term                  liabilities                             |   |   | 127,568 |   |
|                                                                                      |   |   |   |   |
| Total                  liabilities                                                        |   |   | 433,807 |   |
|                                                                                      |   |   |   |   |
| Stockholders'                  Equity                                                     |   |   |   |   |
| Common                  stock, $.001 par,                  100,000,000 shares authorized; |   |   |   |   |
|    12,096,249                  shares issued; 12,091,399 outstanding       |   |   | 12,096 |   |
| Common                  stock not yet issued ($.001                  par, 2,150 shares)   |   |   | 2 |   |
| Additional                  paid-in                  capital                              |   |   | 1,345,759 |   |
| Retained                  earnings                                                        |   |   | 967,163 |   |
|                                                                                      |   |   | 2,325,020 |   |
| Treasury                  stock, at                  cost                                 |   |   | (1,800 | ) |
|                                                                                      |   |   |   |   |
| Total                  stockholders'                  equity                              |   |   | 2,323,220 |   |
|                                                                                      |   |   |   |   |
| TOTAL                  LIABILITIES                                                        |   |   |   |   |
|   AND                  STOCKHOLDERS'                  EQUITY                    |   | $ | 2,757,027 |   |
|                                                                                      |   |   |   |   |

----

Table          of Contents

| METWOOD,                  INC. AND                  SUBSIDIARY                                                  |
|-----------------------------------------------------------------------------------------------------------------|
| CONSOLIDATED                  STATEMENTS OF                  INCOME                                             |
| FOR                  THE THREE AND NINE MONTHS                  ENDED MARCH 31, 2008 AND 2007                   |
| (UNAUDITED)                                                                                                     |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                            |   | Three                  Months                  Ended |   |   | Nine                  Months                  Ended |   |
|                                                                                                            |   | March                  31, |   |   |   |   |   | March                  31, |   |   |   |   |
|                                                                                                            |   | 2008 |   |   | 2007 |   |   | 2008 |   |   | 2007 |   |
| REVENUES                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
| Construction                  sales                                                                             |   | $ | 966,826 |   |   | $ | 1,021,163 |   |   | $ | 3,230,114 |   |   | $ | 3,220,196 |   |
| Engineering                  sales                                                                              |   |   | 55,847 |   |   |   | 35,691 |   |   |   | 193,298 |   |   |   | 123,149 |   |
| Gross                  sales                                                                                    |   |   | 1,022,673 |   |   |   | 1,056,854 |   |   |   | 3,423,412 |   |   |   | 3,343,345 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost                  of construction                  sales                                                    |   |   | 556,340 |   |   |   | 578,106 |   |   |   | 2,007,589 |   |   |   | 1,661,459 |   |
| Cost                  of engineering                  sales                                                     |   |   | 57,484 |   |   |   | 61,061 |   |   |   | 178,565 |   |   |   | 159,423 |   |
| Gross                  cost of                  sales                                                           |   |   | 613,824 |   |   |   | 639,167 |   |   |   | 2,186,154 |   |   |   | 1,820,882 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gross                  profit                                                                                   |   |   | 408,849 |   |   |   | 417,687 |   |   |   | 1,237,258 |   |   |   | 1,522,463 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ADMINISTRATIVE                  EXPENSES                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Advertising                                                                                                     |   |   | 39,486 |   |   |   | 40,004 |   |   |   | 87,016 |   |   |   | 101,550 |   |
| Depreciation                                                                                                    |   |   | 15,915 |   |   |   | 14,212 |   |   |   | 48,189 |   |   |   | 40,569 |   |
| Insurance                                                                                                       |   |   | 17,421 |   |   |   | 23,771 |   |   |   | 55,680 |   |   |   | 67,563 |   |
| Payroll                  expenses                                                                               |   |   | 166,045 |   |   |   | 165,283 |   |   |   | 499,830 |   |   |   | 579,267 |   |
| Professional                  fees                                                                              |   |   | 8,148 |   |   |   | 5,326 |   |   |   | 41,660 |   |   |   | 35,443 |   |
| Rent                                                                                                            |   |   | 19,750 |   |   |   | 19,650 |   |   |   | 59,050 |   |   |   | 58,950 |   |
| Research                  and                  development                                                      |   |   | 11,615 |   |   |   | - |   |   |   | 19,191 |   |   |   | 8,000 |   |
| Travel                                                                                                          |   |   | 3,356 |   |   |   | 13,576 |   |   |   | 20,220 |   |   |   | 33,409 |   |
| Vehicle                                                                                                         |   |   | 11,851 |   |   |   | 11,124 |   |   |   | 39,572 |   |   |   | 31,344 |   |
| Other                                                                                                           |   |   | 64,709 |   |   |   | 59,310 |   |   |   | 179,624 |   |   |   | 195,023 |   |
| Total                  administrative                  expenses                                                 |   |   | 358,296 |   |   |   | 352,256 |   |   |   | 1,050,032 |   |   |   | 1,151,118 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating                  income                                                                               |   |   | 50,553 |   |   |   | 65,431 |   |   |   | 187,226 |   |   |   | 371,345 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other                  income                                                                                   |   |   | 11,075 |   |   |   | 7,461 |   |   |   | 17,800 |   |   |   | 13,386 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income                  before income                  taxes                                                    |   |   | 61,628 |   |   |   | 72,892 |   |   |   | 205,026 |   |   |   | 384,731 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income                  taxes                                                                                   |   |   | (21,860 | ) |   |   | (25,663 | ) |   |   | (69,917 | ) |   |   | (144,670 | ) |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                  income                                                                                     |   | $ | 39,768 |   |   | $ | 47,229 |   |   | $ | 135,109 |   |   | $ | 240,061 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic                  and diluted earnings per                  share                                          |   |   | ** |   |   |   | ** |   |   | $ | 0.01 |   |   | $ | 0.02 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted                  average number of                  shares                                             |   |   | 12,091,399 |   |   |   | 11,923,999 |   |   |   | 12,065,215 |   |   |   | 11,918,949 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Less                  than                  $0.01                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| See                  accompanying notes to                  consolidated financial                  statements. |

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Table          of Contents

| METWOOD,                  INC. AND                  SUBSIDIARY                                   |
|--------------------------------------------------------------------------------------------------|
| CONSOLIDATED                  STATEMENTS OF CASH                  FLOWS                          |
| FOR                  THE NINE MONTHS ENDED MARCH                  31, 2008 AND 2007              |
| (UNAUDITED)                                                                                      |
|                                                                                             |   |   |   |   |   |   |
|                                                                                             |   |   |   |   |   |   |
|                                                                                             |   |   |   |   |   |   |
|                                                                                             |   | 2008 |   |   | 2007 |   |
| CASH                  FLOWS FROM OPERATING                  ACTIVITIES                           |   |   |   |   |   |   |
| Net                  income                                                                      |   | $ | 135,109 |   |   | $ | 240,061 |   |
| Adjustments                  to reconcile net                  income to net cash from operating |   |   |   |   |   |   |   |   |
| activities:                                                                                      |   |   |   |   |   |   |   |   |
| Depreciation                                                                                     |   |   | 88,590 |   |   |   | 89,998 |   |
| Provision                  for deferred income                  taxes                            |   |   | 10,559 |   |   |   | 15,616 |   |
| (Increase)                  decrease in operating                  assets:                       |   |   |   |   |   |   |   |   |
| Accounts                  receivable                                                             |   |   | 10,299 |   |   |   | 54,068 |   |
| Inventory                                                                                        |   |   | (194,390 | ) |   |   | (224,937 | ) |
| Recoverable                  income                  taxes                                       |   |   | 57,077 |   |   |   | - |   |
| Other                  operating                  assets                                         |   |   | 67,200 |   |   |   | (1,593 | ) |
| Increase                  (decrease) in operating                  liabilities:                  |   |   |   |   |   |   |   |   |
| Accounts                  payable and accrued                  expenses                          |   |   | (8,090 | ) |   |   | 119,451 |   |
| Current                  income taxes                  payable                                   |   |   | 42,959 |   |   |   | (26,534 | ) |
| Net                  cash from operating                  activities                             |   |   | 209,313 |   |   |   | 266,130 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| CASH                  FLOWS USED FOR INVESTING                  ACTIVITIES                       |   |   |   |   |   |   |   |   |
| Net                  expenditures for fixed                  assets                              |   |   | (111,399 | ) |   |   | (142,723 | ) |
| Net                  cash used for investing                  activities                         |   |   | (111,399 | ) |   |   | (142,723 | ) |
|                                                                                             |   |   |   |   |   |   |   |   |
| CASH                  FLOWS USED FOR FINANCING                  ACTIVITIES                       |   |   |   |   |   |   |   |   |
| Decrease                  in credit                  line                                        |   |   | (25,000 | ) |   |   | - |   |
| Proceeds                  from issuance of common                  stock                         |   |   | 26,614 |   |   |   | - |   |
| Purchase                  of treasury                  stock                                     |   |   | (1,800 | ) |   |   | - |   |
| Net                  cash used for financing                  activities                         |   |   | (186 | ) |   |   | - |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| Net                  increase in                  cash                                           |   |   | 97,728 |   |   |   | 123,407 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| Cash,                  beginning of the                  year                                    |   |   | 38,287 |   |   |   | 99,880 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| Cash,                  end of the                  period                                        |   | $ | 136,015 |   |   | $ | 223,287 |   |
|                                                                                             |   |   |   |   |   |   |   |   |

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| METWOOD,                  INC. AND                  SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| NOTES                  TO CONSOLIDATED FINANCIAL                  STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| MARCH                  31,                  2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (UNAUDITED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| NOTE                  1 - SUMMARY OF SIGNIFICANT                  ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Business                  Activity- Metwood,                  Inc. ("Metwood") was                  organized under the laws of the Commonwealth of Virginia on April                  7,                  1993.  On June 30, 2000, Metwood entered into an Agreement and                  Plan of Reorganization in which the majority of its outstanding                  common                  stock was acquired by a publicly held Nevada shell                  corporation.  The acquisition was a tax-free exchange for                  federal and state income tax purposes and was accounted for as                  a reverse                  merger in accordance with Accounting Principles Board ("APB") Opinion                  No.                  16.  Upon acquisition, the name of the shell corporation was                  changed to Metwood, Inc., and Metwood, Inc., the Virginia corporation,                  became a wholly owned subsidiary of Metwood, Inc., the Nevada                  corporation.  The publicly traded shell corporation had not had                  a material operating history for several years prior to the                  merger.                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Effective                  January 1, 2002, Metwood                  acquired certain assets of Providence Engineering, PC ("Providence"),                  a                  professional engineering firm with customers in the same proximity                  as                  Metwood.  The total purchase price of $350,000 was paid with                  $60,000 in cash and with 290,000 shares of the Company's common                  stock to                  the two Providence shareholders.  These shares were valued at                  the closing active quoted market price of the stock at the effective                  date                  of the purchase, which was $1.00 per share.  One of the                  shareholders of Providence was also an officer and existing shareholder                  of                  Metwood prior to the acquisition.  In 2002 Metwood purchased                  from that shareholder and retired 15,000 of the originally issued                  290,000                  shares for $15,000 and in 2004 purchased from that shareholder                  and retired                  the remaining 275,000 of the originally issued 290,000 shares for                  $50,000.                  The initial purchase transaction was accounted for under the purchase                  method of accounting.  The purchase price was allocated as                  follows: |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Accounts                  receivable |   | $  75,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Fixed                  assets |   |   |     45,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Goodwill |   |   |   |   230,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    Total |   |   |   | $350,000 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| During                  the year ended June 30,                  2003, liabilities assumed at the date of acquisition were identified                  and                  paid.  The amount of the liabilities paid was $23,088, and this                  amount was added to goodwill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| The                  consolidated company ("the                  Company") provides construction-related products and engineering                  services                  to residential customers and contractors, commercial contractors,                  developers and retail enterprises, primarily in southwestern                  Virginia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |
| Basis                  of Presentation- The financial                  statements include                  the accounts of Metwood, Inc. and its wholly owned subsidiary,                  Providence                  Engineering, PC, prepared in accordance with accounting principles                  generally accepted in the United States of America and pursuant                  to the                  rules and regulations of the Securities and Exchange                  Commission.  All significant intercompany balances and                  transactions have been                  eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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|  METWOOD,                INC. AND                SUBSIDIARY         |
|--------------------------------------------------------------------------|
| NOTES                TO CONSOLIDATED FINANCIAL                STATEMENTS |
| MARCH                31,                2008                             |
| (UNAUDITED)                                                              |

| In                  the opinion of management, the                  unaudited condensed consolidated financial statements contain all                  the                  adjustments necessary in order to make the financial statements                  not                  misleading.  The results for the period ended March 31, 2008 are                  not necessarily indicative of the results to be expected for the                  entire                  fiscal year ending June 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| Fair                  Value of Financial                  Instruments- For                  certain of the Company's financial instruments, none of which are                  held for                  trading, including cash, accounts receivable, accounts payable                  and accrued                  expenses, the carrying amounts approximate fair value due to their                  short                  maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Management's                  Use of                  Estimates- The                  preparation of consolidated financial statements in conformity                  with                  accounting principles generally accepted in the United States of                  America                  requires management to make estimates and assumptions that affect                  the                  reported amounts of assets and liabilities, disclosures of contingent                  assets and liabilities at the date of consolidated financial statements,                  and the reported amounts of revenues and expenses during the reporting                  period.  Actual results could differ from those                  estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Accounts                  Receivable  - The Company                  grants                  credit in the form of unsecured accounts receivable to its customers                  based                  on an evaluation of their financial condition.  The Company                  performs ongoing credit evaluations of its customers.  The                  estimate of the allowance for doubtful accounts, which is charged                  off to                  bad debt expense, is based on management’s assessment of current economic                  conditions and historical collection experience with each                  customer.  At March 31, 2008, the allowance for doubtful                  accounts was $-0-.  Specific customer receivables are considered                  past due when they are outstanding beyond their contractual terms                  and are                  charged off to bad debt expense when determined                  uncollectible.  For the three months ended March 31, 2008 and                  2007, the amount of bad debts charged off was $2,554 and $7,416                  respectively.  For the nine months ended March 31, 2008 and                  2007, the amount of bad debts charged off was $6,735 and $30,887,                  respectively including chargeoffs relating to receivables which                  have been                  awarded to th |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Inventory-                  Inventory, consisting of metal                  and wood raw materials, is located on the Company's premises and                  is stated                  at the lower of cost or market using the first-in, first-out                  method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Property                  and Equipment- Property                  and equipment are                  recorded at cost and include expenditures for improvements when                  they                  substantially increase the productive lives of existing                  assets.  Maintenance and repair costs are expensed to operations                  as incurred.  Depreciation is computed using the straight-line                  method over the assets' estimated useful lives, which range from                  three to                  forty years.  When a fixed asset is disposed of, its cost and                  related accumulated depreciation are removed from the                  accounts.  The difference between undepreciated cost and the                  proceeds is recorded as a gain or loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Goodwill-                  The Company accounts for                  goodwill and intangibles under SFAS No. 142, “Goodwill and Other                  Intangible Assets.” As such, goodwill is not amortized, but is subject to                  annual impairment reviews, or more frequent reviews if events or                  circumstances indicate there may be an impairment. The Company                  performed                  its required annual goodwill impairment test as of June 30, 2007                  using                  discounted cash flow estimates and found that there was no impairment                  of                  goodwill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Patents-                  The Company has been assigned                  several key product patents developed by certain Company                  officers.  No value has been recorded in the Company's financial                  statements because the fair value of the patents was not determinable                  within reasonable limits at the date of                  assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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| METWOOD,                  INC. AND                  SUBSIDIARY               |
|------------------------------------------------------------------------------|
| NOTES                  TO CONSOLIDATED FINANCIAL                  STATEMENTS |
| MARCH                  31,                  2008                             |
| (UNAUDITED)                                                                  |

| Revenue                  Recognition- Revenue                  is recognized when goods                  are shipped and earned or when services are performed, provided                  collection                  of the resulting receivable is probable.  If any material                  contingencies are present, revenue recognition is delayed until                  all                  material contingencies are eliminated.  Further, no revenue is                  recognized unless collection of the applicable consideration is                  probable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
| Income                  Taxes- Income                  taxes are accounted for                  in accordance with SFAS No. 109, "Accounting for Income                  Taxes."  A deferred tax asset or liability is recorded for all                  temporary differences between financial and tax reporting and for                  net                  operating loss carryforwards, where applicable.  Deferred tax                  assets are reduced by a valuation allowance when, in the opinion                  of                  management, it is more likely than not that some portion or the                  entire                  deferred tax asset will not be realized.  Deferred tax assets                  and liabilities are adjusted for the effect of changes in tax laws                  and                  rates on the date of enactment.                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
| Research                  and                  Development- The                  Company performs research and development on its metal/wood products,                  new                  product lines, and new patents.  Costs, if any, are expensed as                  they are incurred.  Research and development costs for the three                  months ended March 31, 2008 and 2007 were $11,615 and $-0-,                  respectively.  For the nine months ended March 31, 2008 and                  2007, the expenses relating to research and development were $19,191                  and                  $8,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
| Earnings                  Per Common                  Share- Basic earnings                  per share amounts are based on the weighted average shares of common                  stock                  outstanding.  If applicable, diluted earnings per share would                  assume the conversion, exercise or issuance of all potential common                  stock                  instruments such as options, warrants and convertible securities,                  unless                  the effect is to reduce a loss or increase earnings per share.                  This                  presentation has been adopted for the quarters presented.  There                  were no adjustments required to net income for the years presented                  in the                  computation of diluted earnings per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
| Recent Accounting Pronouncements-                  In March 2008, the Financial                  Accounting Standards Board ("FASB") issued SFAS No. 161, "Disclosures                  about Derivative Instruments and Hedging Activities-an amendment                  of FASB                  Statement No. 133," ("SFAS 161").  SFAS 161 requires enhanced                  disclosures about an entity's derivative and hedging activities,                  including                  (i) how and why an entity uses derivative instruments, (ii) how                  derivative                  instruments and related hedged items are accounted for under SFAS                  133, and                  (iii) how derivative instruments and related hedged items affect                  an                  entity's financial position, financial performance and cash                  flows.  This standard becomes effective for financial statements                  issued for fiscal years and interim periods beginning after November                  15,                  2008.  As SFAS 161 only requires enhanced disclosures, this                  standard will have no impact of the Company's financial                  statements                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
| In                  December 2007, the FASB issued                  Statement of Financial Accountaing Standards ("SFAS") No. 141 (revised                  2007), "Business Combinations," which replaces SFAS No.                  141.  The statement retains the purchase method of accounting                  for acquisitions, but requires a number of changes, including changes                  in                  the way assets and liabilities are recognized in the purchase                  accounting.  It also changes the recognition of assets acquired                  and liabilities assumed arising from contingencies, requires the                  capitalization of in-process research and development at fair value,                  and                  requires the expensing of acquisition-related costs as                  incurred.  SFAS No. 141 (revised) is effective for fiscal years                  beginning after December 15, 2008 and will apply prospectively                  to business                  combinations completed on or after that date.  We are currently                  assessing the potential impact that adoption of SFAS No. 141 (revised)                  would have on our financial                  statements. |

| In                  December 2007, the FASB issued                  SFAS No. 160, "Noncontrolling Interests in Consolidated Financial                  Statements, an amendment of ARB 51," which changes the accounting                  and                  reporting for minority interests.  Minority interests will be                  recharacterized as noncontrolling interests and will be reported                  as a                  component of equity separate from the parent's equity, and purchases                  or                  sales of equity interests that do not result in a change in control                  will                  be accounted for as equity transactions.  In addition, net                  income attributable to the noncontrolling interest will be included                  in                  consolidated net income on the face of the income statement and,                  upon a                  loss of control, the interest sold, as well as any interest retained,                  will                  be recorded at fair value with any gain or loss recognized in                  earnings.  SFAS No. 160 is effective for fiscal years beginning                  after December 15, 2008 and will apply prospectively, except for                  the                  presentation and disclosure requirements, which will apply                  retrospectively.  We are currently assessing                  t |
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| On                  July 1, 2007, we adopted the                  provisions of FASB Interpretation No. 48 ("FIN 48"), "Accounting                  for                  Uncertainty in Income Taxes - an interpretation of FASB Statement                  No.                  109," which provides a financial statement recognition threshold                  and                  measurement attribute for a tax position taken or expected to be                  taken in                  a tax return.  Under FIN 48, we may recognize the tax benefit                  from an uncertain tax position only if it is more likely than not                  that the                  tax position will be sustained on examination by the taxing authorities,                  based on the technical merits of the position.  The tax benefits                  recognized in the financial statements from such a position should                  be                  measured based on the largest benefit that has a greater than 50%                  likelihood of being realized upon ultimate settlement.  FIN 48                  also provides guidance on derecognition of income tax assets and                  liabilities, classification of current and deferred income tax                  assets and                  liabilities, accounting for interest and penalties associated with                  tax                  positions, and income tax                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |
| In                  February 2007, the FASB issued                  SFAS No. 159, "The Fair Value Option for Financial Assets and Financial                  Liabilities ("SFAS 159").  SFAS 159 permits entities to choose                  to measure many financial instruments and certain other items at                  fair                  value.  The objective of SFAS 159 is to improve financial                  reporting by providing entities with the opportunity to mitigate                  volatility in reported earnings caused by measuring related assets                  and                  liabilities differently without having to apply complex hedge accounting                  provisions.  SFAS 159 is effective for fiscal years beginning                  after November 15, 2007.  We have not completed our evaluation                  of SFAS 159, but we do not currently believe that it will have                  a material                  impact on our results of operations or financial                  position.                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| NOTE                  2 - EARNINGS PER                  SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------|------------------|--------|---------------------------------------------|--------------------------------------------------------------|-------------------------------------------------------------------|-------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
| Net                  income and earnings per share                  for the three and nine months ending March 31, 2008 and 2007 are                  as                  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        | For                  the Three Months                  Ended |                                                              | For                  the Nine Months                  Ended |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        | March                  31,                                   |                                                              |                                                        |   | March                  31, |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        | 2008                                                         |                                                              | 2007                                                        |   | 2008 |   | 2007 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Net                  income                                                  |             |   |  $     39,768 |                                                         |  $     47,229                       |                                                        |  $   135,109 |   |  $   240,061 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Income                  per share - basic and fully                  diluted | **               |   | **                                          |                                                         |  $         0.01 |                                                        |                     $         0.02 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Weighted                  average number of                  shares          |  12,091,399 |   |  11,923,999                            |                                                         |  12,065,215                                                  |                                                        |  11,918,949 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Less                  than                  $0.01                          |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
| NOTE                  3 - SUPPLEMENTAL CASH FLOW                  INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                         |             |   |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
| Supplemental                  disclosures of cash                  flow information for the three and nine months ending March 31,                  2008 and                  2007 are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        | For                  the Three Months                  Ended |                                                              | For                  the Nine Months                  Ended |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        | March                  31,                                   |                                                              |                                                        |   | March                  31, |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        | 2008                                                         |                                                              | 2007                                                        |   | 2008 |   | 2007 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Cash                  paid for:                                              |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Income                  taxes                                                |             |   |  $     --     |                                                         |  $     --                           |                                                        |  $     -- |   |  $   155,588 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Interest                                                                     |             |   |                                        |  $     --                      |                                                              |  $     --                     |   |  $       2,073 |   |  $     -- |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
| NOTE                  4 - RELATED-PARTY                  TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                         |             |   |                                        |                                                         |                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
| From                  time to time, the Company                  contracts with a company related through common ownership for building                  and                  grounds-related maintenance services.  There were no fees paid                  to the related company for the three and nine months ended March                  31, 2008                  and 2007.  For the three months ended March 31, 2008 and 2007,                  the Company had sales of $5,915 and $22,023, respectively, to the                  company                  referred to above.  For the nine months ended March 31, 2008 and                  2007, sales were $89,948 and $54,154, respectively.  As of March                  31, 2008, the related receivables outstanding were $3,725.  See                  also Note 7. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
| NOTE                  5 - BANK CREDIT                  LINE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                         |             |   |                                        |                                                         |                                                              |                                                        |   |   |   |   |
| The                  Company has available a                  $600,000 revolving line of credit with a local bank.  The                  balance outstanding at March 31, 2008 was                  $-0-.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

| NOTE                  6 - SEGMENT                  INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------|--------------------------------------------------------------|--------------------------------------------------------------|--------------------------------------------------------------|-------------------------------------------------------------|--------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |   |
| The                  Company operates in two                  principal business segments: (1) construction-related products                  and (2)                  engineering services.  Performance of each segment is evaluated                  based on profit or loss from operations before income                  taxes.  These reportable segments are strategic business units                  that offer different products and services.  Summarized revenue                  and expense information by segment for the three and nine months                  ended                  March 31, 2008 and 2007, as excerpted from internal management                  reports, is                  as follows:                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         | For                  the Three Months                  Ended |                                                         | For                  the Nine Months                  Ended |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         | March                  31,                                   |                                                         | March                  31,                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Construction:                                                        | 2008                                                         |                                                         | 2007                                                         |                                                        | 2008                                                         |   | 2007 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Sales                                                                |                                                         |  $    966,826                       |                                                         |  $                  1,021,163                          |                                                         |  $                  3,230,114 |   |  $                  3,220,196 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Intersegment                  expenses                               |        (17,484)           |                                                         |        (27,167)           |                                                        |        (54,098)           |   |        (59,334) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Cost                  of                  sales                      | (556,340)                                                    |                                                         | (578,106)                                                    |                                                        | (2,007,589)                                                  |   | (1,661,459) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Corporate                  and other                  expenses       | (360,520)                                                    |                                                         | (364,505)                                                    |                                                        | (1,055,474)                                                  |   | (1,261,193) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |      Segment                  income        |  $      32,482            |                                                         |  $      51,385            |                                                        |  $    112,953                       |   |  $    238,210 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Engineering:                                                         |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Sales                                                                |                                                         |  $      55,847            |                                                         |  $      35,691           |                                                         |  $    193,298 |   |  $    123,149 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Intersegment                  revenues                               |          17,484 |                                                         |          27,167 |                                                        |          54,098 |   |          59,334 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Cost                  of                  sales                      | (57,484)                                                     |                                                         | (61,061)                                                     |                                                        | (178,565)                                                    |   | (159,423) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Corporate                  and other                  expenses       | (8,561)                                                      |                                                         | (5,953)                                                      |                                                        | (46,675)                                                     |   | (21,209) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |      Segment                  income (loss) |  $        7,286 |                                                         |  $      (4,156)           |                                                        |  $      22,156            |   |  $        1,851 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |   |
| NOTE                  7 - OPERATING LEASE                  COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |   |
| On                  January 3, 2005, the Company                  entered into a ten-year commercial operating lease with a company                  related                  through common ownership.  The lease covers various buildings                  and property which house our manufacturing plant, executive offices                  and                  other buildings with a current monthly rental of $6,550.  The                  lease expires on December 31, 2014. For the three and nine months                  ended                  March 31, 2008 and 2007, we recognized rental expense for these                  spaces of                  $19,750, $59,050, $19,650, and $57,550,                  respectively.                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |   |
| ITEM                  2 - MANAGEMENT'S DISCUSSION                  AND ANALYSIS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |
| With                  the exception of historical                  facts stated herein, the matters discussed in this report are                  "forward-looking" statements that involve risks and uncertainties                  that                  could cause actual results to differ materially from projected                  results.  Such "forward-looking" statements include, but are not                  necessarily limited to, statements regarding anticipated levels                  of future                  revenues and earnings from operations of the Company.  Readers                  of this report are cautioned not to put undue reliance on                  "forward-looking" statements, which are by their nature, uncertain                  as                  reliable indicators of future performance. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                 |                                                         |                                                         |                                                         |                                                        |                                                         |   |   |   |

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Table          of Contents

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

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

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Table          of Contents

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

| U.S.                  Patent Nos. D472,791S,                  D472,792S, D472,793S, and D477,210S, all modifications of Metwood's                  Reinforcing Bracket, which will be used for repairs of wood                  I-joists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| Each                  of these patents was                  originally issued to the inventors and Company founders, Robert                  Callahan                  and Ronald B. Shiflett, who licensed these patents to the                  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| Need                  for Government Approval of Principal Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| The                  Company's products must either                  be sold with an engineer's seal or applicable building code                  approval.  Once that approval is obtained, the products can be                  used in all fifty states.  The Company's Floor Joist Reinforcer                  received Bureau Officials Code Association ("BOCA") approval in                  April                  2001.  Currently, the Company's chief engineer has obtained                  professional licensure in several states which permit products                  not                  building code approved to be sold and used with his                  seal.   The Company expects his licensure in a growing                  number of states to greatly assist in the uniform acceptability                  of its                  products as it expands to new markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| Time                  Spent During the Last Two                  Fiscal Years on Research and Development                  Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| Approximately                  fifteen percent of                  the Company's time and resources have been spent during the last                  two                  fiscal years researching and developing its metal/wood products,                  new                  product lines, and new patents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| Costs                  and Effects of Compliance with Environmental                  Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| The                  Company does not incur any                  costs to comply with environmental laws.  It is an                  environmentally friendly business in that its products are fabricated                  from                  recycled steel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| Number                  of Total Employees and Number of Full-Time                  Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| The                  Company had twenty-seven                  employees at March 31, 2008, twenty-six of whom were full                  time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| Results                  of                  Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| Net                  Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| The                  Company had net income of                  $39,768 for the three months ended March 31, 2008, versus $47,229                  for the                  three months ended March 31, 2007, a decrease of $7,461.  The                  decrease in net income for the three months ended March 31, 2008                  compared                  to 2007 was attributable primarily to higher materials costs in                  the                  construction area as a percentage of gross sales and sales that                  did not                  reach 2007 levels.  Likewise, for the nine months ended March                  31, 2008 and 2007, the Company's net income was $135,109 and $240,061,                  respectively, a decrease of $104,952.  Although sales increased                  slightly (2%) comparing 2008 to 2007, that increase was not enough                  to                  offset higher costs of construction sales (21%) which resulted                  from                  increased materials costs, fuel cost, vehicle repair and maintence,                  and                  labor.  Some savings did occur, however, primarily in insurance                  cost decreases (new carrier and better workers compensation experience                  ratings), volume discounts obtained on hangers, and use of less                  wood in                  our beams. |

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| Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| Revenues                  were $1,022,673 for the                  three months ended March 31, 2008 compared to $1,056,854 for the                  same                  period in 2007, a decrease of $34,181, or 3%.  For the                  nine-month periods ended March 31, 2008 and 2007, sales were $3,423,412                  and $3,343,345, respectively, an increase of $80,067, or                  2%.  The sales decline for the three-month period in 2008 versus                  2007 reflects a general downtown in the building                  industry.  Although the Company has sold product in over                  twenty-five states since July 2007, our local market is down                  20%.  Nonetheless, sales for the nine months ended March 31,                  2008 were greater than for 2007 in part because the Company has                  continued                  to expand its market outside the local area, generating increasing                  revenues outside Virginia.  Additionally, truss sales have                  increased over 2007, and the commercial market has overcome some                  of the                  residential downturn.  The potential for increased sales volume                  as the Company goes forward is enhanced by the fact that we are                  now an                  authorized fabricator for the Dynatru                                                                                                                                                                                                                                                                                                                  |
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| Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| Total                  administrative expenses were                  $358,296 and $1,050,032 for the three and nine months ended March                  31,                  2008, versus $352,256 and $1,151,118 for the three and nine months                  ended                  March 31, 2007, an increase of $6,040 (2%) for the three-month                  period and                  a decrease of $101,086 (9%) for the nine-month period.  For the                  three months ended March 31, 2008 versus 2007, insurance costs                  declined                  27% and travel costs declined 75% due to elimination of shows;                  however,                  the savings in these areas was offset by increases in professional                  fees,                  research and development, and other expenses, resulting in the                  increase in                  2008 over 2007.  For the nine months ended March 31, 2008                  compared to 2007, advertising costs decreased significantly (14%)                  as we                  were more selective in the industries and areas targeted for                  marketing.  We studied the results of the 2006/2007 shows and                  were able to eliminate several of them due to low                  ROI.  Insurance costs declined as well (18%) as we chose a new                  carrier and were able to make changes that resulte vehicle expense                  due to increased maintenance and fuel costs; research and development,                  including code compliance studies on our 2810HR, posts, beams and                  I-joist                  reinforcers; and fire testing for our beams. |
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| Liquidity                  and Capital Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| On                  March 31, 2008, the Company had                  cash of $136,015 and working capital of $1,674,560.  Net cash                  provided by operating activities was $209,313 for the nine months                  ended                  March 31, 2008 compared to $266,130 for the nine months ended March                  31,                  2007.  The lower provision of cash from operating activities in                  the current year resulted primarily from the paydown of accounts                  payable                  partially offset by refunded income taxes and a decrease in other                  operating assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| Cash                  used in investing activities                  was $111,399 for the nine months ended March 31, 2008, compared                  to cash                  used of $142,723 during the same period in the prior year.  Cash                  flows used in investing activities for the current period were                  for                  vehicles ($6,000 less asset removals of $21,850); shop equipment                  $76,051);                  computers and peripherals and furniture and fixtures ($18,240);                  website                  development ($6,175); and leasehold and land improvements                  ($26,783).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

| Cash                  used in financing activities                  was $186 for the nine months ended March 31, 2008 compared to $-0-                  for the                  period ended March 31, 2007.  Proceeds from the issuance of                  common stock of $26,614 was offset by repayment of the Company's                  credit                  line ($25,000) and by the cost of treasury stock                  ($1,800).                                                                         |
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| ITEM                  3 - CONTROLS AND                  PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| The                  management of Metwood, Inc.                  has reviewed the systems of internal controls and disclosures within                  the                  specified time frame of ninety days.  Management believes that                  the systems in place allow for proper controls and disclosures                  of                  financial reporting information.  There have been no changes in                  these controls since our last evaluation                  date. |

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| PART                  II - OTHER                  INFORMATION                                                                                                                                                     |
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|                                                                                                                                                                                                              |
| ITEM                  6 - EXHIBITS AND REPORTS ON                  FORM 8-K                                                                                                                                       |
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|       (a)  Exhibits                                                                                                                                                       |
|                                                                                                                                                                                                              |
|              See                  index to exhibits.                                                                                             |
|                                                                                                                                                                                                              |
|       (b)  Reports                  on Form 8-K                                                                                                                           |
|                                                                                                                                                                                                              |
|              There                  were no reports on Form 8-K filed during the quarter ended March                  31,                  2008. |
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| SIGNATURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 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                  14.                  2008                                                            /s/ Robert                  M. Callahan                                                                                                         |
|                                                                          Robert                  M. Callahan         |
|                                                                          Chief                  Executive Officer    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                          /s/ Shawn                  A. Callahan |
|                                                                          Shawn                  A. Callahan          |
|                                                                          Chief                  Financial Officer    |

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| INDEX                  TO                  EXHIBITS                                                |
|----------------------------------------------------------------------------------------------------|
|                                                                                               |   |   |   |   |   |   |   |   |   |
| NUMBER                                                                                             |   | DESCRIPTION                  OF                  EXHIBIT |   |   |   |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |
| 3(i)*                                                                                              |   | Articles                  of                  Incorporation |   |   |   |   |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |
|    3(ii)**                                                                          |   | By-Laws |   |   |   |   |   |   |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |
| 31.1                                                                                               |   | Certification                  of Chief Executive Officer Pursuant to  Securities Exchange Act                  Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the                  Sarbanes-Oxley Act of 2002 |
|                                                                                               |   |   |   |   |   |   |   |   |   |
| 31.2                                                                                               |   | Certification                  of Chief Financial Officer Pursuant to  Securities Exchange Act                  Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the                  Sarbanes-Oxley Act of 2002 |
|                                                                                               |   |   |   |   |   |   |   |   |   |
| 32                                                                                                 |   | Certifications                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18U.S.C.                  1350) |
|                                                                                               |   |   |   |   |   |   |   |   |   |
| *Incorporated                  by reference on Form                  8-K, filed February 16, 2000  |   |   |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |
| **Incorporated                  by reference on                  Form 8-K, filed February 16, 2000 |   |   |   |
|                                                                                               |   |   |   |   |   |   |   |   |   |