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| METWOOD,                INC. AND                SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  TABLE                OF CONTENTS - FORM                10-QSB                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| PART              I - FINANCIAL              INFORMATION                                                                                            Page(s)                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    Item              1               Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                    Consolidated Balance Sheet As of December 31,              2007                                                             3-4                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                    Consolidated Statements of Income for the Three and Six              Months                                                 5                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                          Ended Decembr 31, 2007 and 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                    Consolidated Statements of Cash Flows for the Six              Months                                                                        6                                                                                                                                                                                                                                                                                                                                                                               |
|                          Ended December 31, 2007 and 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                    Notes to Consolidated Financial              Statements                                                                                               7                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Item              2  Management's              Discussion and              Analysis                                                                                               11                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Item              3  Controls and              Procedures                                                                                                       16                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| PART              II - OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Item              6  Exhibits and Reports              on Form              8-K                                                                                                     17                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Signatures                                                                                                                                                      17 |
| Index              to              Exhibits                                                                                                                                            18                            |

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|  METWOOD, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETAS OF DECEMBER 31, 2007(UNAUDITED)       |
|------------------------------------------------------------------------------------------------------|
| ASSETS                                                                                               |   |   |   |
|                                                                                                 |   |   |   |
| Current              Assets                                                                          |   |   |   |
|     Cash              and cash              equivalents                          |   | $ | 169,337 |   |
|     Accounts              receivable                                             |   |   | 460,830 |   |
|     Deposits                                                                     |   |   | 15,091 |   |
|     Inventory                                                                    |   |   | 1,216,563 |   |
|     Prepaid              expenses                                                |   |   | 45,557 |   |
|                                                                                                 |   |   |   |   |
|         Total              current              assets       |   |   | 1,907,378 |   |
|                                                                                                 |   |   |   |   |
| Property              and Equipment                                                                  |   |   |   |   |
|     Leasehold              and              land improvements                    |   |   | 165,963 |   |
|     Furniture,              fixtures and equipment                               |   |   | 81,351 |   |
|     Computer              hardware, software and peripherals                     |   |   | 190,694 |   |
|     Machinery              and              shop equipment                       |   |   | 381,024 |   |
|     Vehicles                                                                     |   |   | 366,751 |   |
|                                                                                                 |   |   | 1,185,783 |   |
|     Less              accumulated depreciation                                   |   |   | (646,798)  |   |
|                                                                                                 |   |   |   |   |
|         Net              property              and equipment |   |   | 538,985 |   |
|                                                                                                 |   |   |   |   |
|     Goodwill                                                                     |   |   | 253,088 |   |
|                                                                                                 |   |   |   |   |
|             TOTAL              ASSETS    |   | $ | 2,699,451 |   |
|                                                                                                 |
|                                                                                                 |

----

| METWOOD,                  INC. AND                  SUBSIDIARY                                                  |
|-----------------------------------------------------------------------------------------------------------------|
| CONSOLIDATED                  BALANCE                  SHEET                                                    |
| AS                  OF DECEMBER 31,                  2007                                                       |
| (UNAUDITED)                                                                                                     |
|                                                                                                            |   |   |   |
| LIABILITIES                  AND STOCKHOLDERS'                  EQUITY                                          |   |   |   |
|                                                                                                            |   |   |   |
| Current                  Liabilities                                                                            |   |   |   |
| Accounts                  payable and accrued                  expenses                                         |   | $ | 258,546 |   |
| Income                  taxes                                                                                   |   |   | 20,350 |   |
|                                                                                                            |   |   |   |   |
| Total                  current                  liabilities                                                     |   |   | 278,896 |   |
|                                                                                                            |   |   |   |   |
| Long-term                  Liabilities                                                                          |   |   |   |   |
| Amounts                  owed to related-party                  company                                         |   |   | 8,787 |   |
| Deferred                  income taxes,                  net                                                    |   |   | 128,317 |   |
|                                                                                                            |   |   |   |   |
| Total                  long-term                  liabilities                                                   |   |   | 137,104 |   |
|                                                                                                            |   |   |   |   |
| Total                  liabilities                                                                              |   |   | 416,000 |   |
|                                                                                                            |   |   |   |   |
| 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                                                                              |   |   | 927,394 |   |
|                                                                                                            |   |   | 2,285,251 |   |
| Treasury                  stock, at                  cost                                                       |   |   | (1,800 | ) |
|                                                                                                            |   |   |   |   |
| Total                  stockholders'                  equity                                                    |   |   | 2,283,451 |   |
|                                                                                                            |   |   |   |   |
| TOTAL                  LIABILITIES                                                                              |   |   |   |   |
|   AND                  STOCKHOLDERS'                  EQUITY                                          |   | $ | 2,699,451 |   |
|                                                                                                            |   |   |   |   |
| See                  accompanying notes to                  consolidated financial                  statements. |

----

| METWOOD,                  INC. AND                  SUBSIDIARY                                                  |
|-----------------------------------------------------------------------------------------------------------------|
| CONSOLIDATED                  STATEMENTS OF                  INCOME                                             |
| FOR                  THE THREE AND SIX MONTHS ENDED                  DECEMBER 31, 2007 AND 2006                 |
| (UNAUDITED)                                                                                                     |
|                                                                                                            |
|                                                                                                            |   | Three                  Months                  Ended |   |   | Six                  Months                  Ended |
|                                                                                                            |   | December                  31, |   |   | December                  31, |
|                                                                                                            |   | 2007 |   |   | 2006 |   |   | 2007 |   |   | 2006 |   |
| REVENUES                                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |
| Construction                  sales                                                                             |   | $ | 1,121,774 |   |   | $ | 1,093,077 |   |   | $ | 2,263,288 |   |   | $ | 2,199,033 |   |
| Engineering                  sales                                                                              |   |   | 68,796 |   |   |   | 42,891 |   |   |   | 137,451 |   |   |   | 87,459 |   |
| Gross                  sales                                                                                    |   |   | 1,190,570 |   |   |   | 1,135,968 |   |   |   | 2,400,739 |   |   |   | 2,286,492 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost                  of construction                  sales                                                    |   |   | 728,851 |   |   |   | 512,678 |   |   |   | 1,451,249 |   |   |   | 1,083,354 |   |
| Cost                  of engineering                  sales                                                     |   |   | 57,733 |   |   |   | 52,443 |   |   |   | 121,081 |   |   |   | 98,362 |   |
| Gross                  cost of                  sales                                                           |   |   | 786,584 |   |   |   | 565,121 |   |   |   | 1,572,330 |   |   |   | 1,181,716 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gross                  profit                                                                                   |   |   | 403,986 |   |   |   | 570,847 |   |   |   | 828,409 |   |   |   | 1,104,776 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ADMINISTRATIVE                  EXPENSES                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Advertising                                                                                                     |   |   | 26,699 |   |   |   | 31,032 |   |   |   | 47,530 |   |   |   | 61,546 |   |
| Bad                  debts                                                                                      |   |   | 4,181 |   |   |   | 409 |   |   |   | 4,181 |   |   |   | 23,470 |   |
| Depreciation                                                                                                    |   |   | 16,290 |   |   |   | 13,326 |   |   |   | 32,274 |   |   |   | 26,357 |   |
| Insurance                                                                                                       |   |   | 16,925 |   |   |   | 24,438 |   |   |   | 38,259 |   |   |   | 43,792 |   |
| Payroll                  expenses                                                                               |   |   | 168,190 |   |   |   | 224,495 |   |   |   | 333,784 |   |   |   | 413,984 |   |
| Professional                  fees                                                                              |   |   | 5,905 |   |   |   | 7,816 |   |   |   | 33,513 |   |   |   | 30,116 |   |
| Rent                                                                                                            |   |   | 19,650 |   |   |   | 20,700 |   |   |   | 39,300 |   |   |   | 39,300 |   |
| Telephone                                                                                                       |   |   | 9,454 |   |   |   | 10,459 |   |   |   | 17,489 |   |   |   | 19,529 |   |
| Travel                                                                                                          |   |   | 3,070 |   |   |   | 10,024 |   |   |   | 16,864 |   |   |   | 19,833 |   |
| Vehicle                                                                                                         |   |   | 14,249 |   |   |   | 11,148 |   |   |   | 27,721 |   |   |   | 20,220 |   |
| Other                                                                                                           |   |   | 56,507 |   |   |   | 58,032 |   |   |   | 100,821 |   |   |   | 100,715 |   |
| Total                  administrative                  expenses                                                 |   |   | 341,120 |   |   |   | 411,879 |   |   |   | 691,736 |   |   |   | 798,862 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating                  income                                                                               |   |   | 62,866 |   |   |   | 158,968 |   |   |   | 136,673 |   |   |   | 305,914 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other                  income                  (expense)                                                        |   |   | 6,021 |   |   |   | 2,848 |   |   |   | 6,725 |   |   |   | 5,925 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income                  before income                  taxes                                                    |   |   | 68,887 |   |   |   | 161,816 |   |   |   | 143,398 |   |   |   | 311,839 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income                  taxes                                                                                   |   |   | (28,105 | ) |   |   | (62,658 | ) |   |   | (48,057 | ) |   |   | (119,007 | ) |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                  income                                                                                     |   | $ | 40,782 |   |   | $ | 99,158 |   |   | $ | 95,341 |   |   | $ | 192,832 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic                  and diluted earnings per                  share                                          |   | $ | - |   |   | $ | 0.01 |   |   | $ | 0.01 |   |   | $ | 0.01 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted                  average number of                  shares                                             |   |   | 12,114,769 |   |   |   | 11,923,999 |   |   |   | 12,052,265 |   |   |   | 11,916,478 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                            |
| See                  accompanying notes to                  consolidated financial                  statements. |

----

| METWOOD,                  INC. AND                  SUBSIDIARY                                                  |
|-----------------------------------------------------------------------------------------------------------------|
| CONSOLIDATED                  STATEMENTS OF CASH                  FLOWS                                         |
| FOR                  THE SIX MONTHS ENDED DECEMBE                  31, 2007 AND 2006                            |
| (UNAUDITED)                                                                                                     |
|                                                                                                            |   |   |   |   |   |   |
|                                                                                                            |   | 2007 |   |   | 2006 |   |
| CASH                  FLOWS FROM OPERATING                  ACTIVITIES                                          |   |   |   |   |   |   |
| Net                  income                                                                                     |   | $ | 95,341 |   |   | $ | 192,832 |   |
| Adjustments                  to reconcile net                  income to net cash from operating                |   |   |   |   |   |   |   |   |
| activities                                                                                                      |   |   |   |   |   |   |   |   |
| Depreciation                                                                                                    |   |   | 67,441 |   |   |   | 59,425 |   |
| Provision                  for deferred income                  taxes                                           |   |   | 11,308 |   |   |   | 5,844 |   |
| (Increase)                  decrease in operating                  assets:                                      |   |   |   |   |   |   |   |   |
| Accounts                  receivable                                                                            |   |   | (60,673 | ) |   |   | 26,438 |   |
| Inventory                                                                                                       |   |   | (6,125 | ) |   |   | (178,578 | ) |
| Recoverable                  income                  taxes                                                      |   |   | 57,077 |   |   |   | - |   |
| Other                  operating                  assets                                                        |   |   | 56,650 |   |   |   | (18,850 | ) |
| Increase                  (decrease) in operating                  liabilities:                                 |   |   |   |   |   |   |   |   |
| Accounts                  payable and accrued                  expenses                                         |   |   | (4,038 | ) |   |   | (9,313 | ) |
| Current                  income taxes                  payable                                                  |   |   | 20,350 |   |   |   | (42,425 | ) |
| Net                  cash from operating                  activities                                            |   |   | 237,331 |   |   |   | 35,373 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |
| CASH                  FLOWS USED FOR INVESTING                  ACTIVITIES                                      |   |   |   |   |   |   |   |   |
| Net                  expenditures for fixed                  assets                                             |   |   | (106,095 | ) |   |   | (59,408 | ) |
| Net                  cash used for investing                  activities                                        |   |   | (106,095 | ) |   |   | (59,408 | ) |
|                                                                                                            |   |   |   |   |   |   |   |   |
| CASH                  FLOWS USED IN 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 inancing                  activities                                         |   |   | (186 | ) |   |   | - |   |
|                                                                                                            |   |   |   |   |   |   |   |   |
| Net                  increase (decrease) in                  cash                                               |   |   | 131,050 |   |   |   | (24,035 | ) |
|                                                                                                            |   |   |   |   |   |   |   |   |
| Cash,                  beginning of the                  year                                                   |   |   | 38,287 |   |   |   | 99,880 |   |
|                                                                                                            |   |   |   |   |   |   |   |   |
| Cash,                  end of the                  period                                                       |   | $ | 169,337 |   |   | $ | 75,845 |   |
|                                                                                                            |
| See                  accompanying notes to                  consolidated financial                  statements. |

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| METWOOD,                  INC. AND                  SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| NOTES                  TO CONSOLIDATED FINANCIAL                  STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| DECEMBER                  31,                  2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (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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| 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 December 31, 2007                  are not necessarily indicative of the results to be expected for                  the                  entire fiscal year ending June 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 December 31, 2007, 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 the allowance for doubtful accounts when determined                  uncollectible.  For the three months ended December 31, 2007 and                  2006, the amount of bad debts charged off was $4,181 and $409                  respectively.  For the six months ended December 31, 2007 and                  2005, the amount of bad debts charged off was $4,181 and $23,470,                  respectively including chargeoffs relating to receivables                  whic |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 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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| Revenue                Recognition- Revenue is                recognized when goods                are shipped and earned or when services are performed, provided collection                of the resulting receivable is probable.  If any material                contingencies are present, revenue recognition is delayed until all                material contingencies are eliminated.  Further, no revenue is                recognized unless collection of the applicable consideration is                probable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Income                Taxes- Income taxes                are accounted for                in accordance with SFAS No. 109, "Accounting for Income                Taxes."  A deferred tax asset or liability is recorded for all                temporary differences between financial and tax reporting and for                net                operating loss carryforwards, where applicable.  Deferred tax                assets are reduced by a valuation allowance when, in the opinion                of                management, it is more likely than not that some portion or the entire                deferred tax asset will not be realized.  Deferred tax assets                and liabilities are adjusted for the effect of changes in tax laws                and                rates on the date of enactment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Research                and                Development- The                Company performs research and development on its metal/wood products,                new                product lines, and new patents.  Costs, if any, are expensed as                they are incurred.  There were no research and development costs                for the three months ended December 31, 2007 or 2006.  For the                six months ended December 31, 2007 and 2006, the expenses relating                to                research and development were $7,576 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 December 2007, the Financial                Accounting Standards Board ("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. 141R 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. 160 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 tassessing the                potential impact that adoption of SFAS No. 160 would have on our                financial                statements. |

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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.   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 disclosures.  The Company does not                  believe the the application of FIN 48 will have a material effect                  on its                  consolidated results of operations or financial                  position.  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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.                                                                                                                                                                                                                                                                                                                                                               |
| NOTE                  2 - EARNINGS PER                  SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Net                  income and earnings per share                  for the three and six months ending December 31, 2007 and 2006                  are as                  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   | For                  the Three Months                  Ended |   | For                  the Six Months                  Ended |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   | 2007 |   | 2006 |   | 2007 |   | 2006 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Net                  income |   |   |  $     40,782 |   | $  99,158 |   |  $     95,341 |   |  $   192,832 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Income                  per share - basic and fully                  diluted |                                  $                            -- |   |                                                         $   0.01 |   |                             $                            -- |   |                             $      0.01 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Weighted                  average number of                  shares |  12,114,769 |   |  11,923,999 |   |  12,052,265 |   |  11,916,478 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |
| NOTE                  3 - SUPPLEMENTAL CASH FLOW                  INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |
| Supplemental                  disclosures of cash                  flow information for the three and six months ended December 31,                  2007 and                  2006 are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   | For                  the Three Months                  Ended |   | For                  the Six Months                  Ended |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |                                     December 31, |   |   |                   December                  31, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   | 2007 |   | 2006 |   | 2007 |   | 2006 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Cash                  paid                  for: |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Income                  taxes |   |   |  $     -- |   |  $     96,588 |   |  $                             -- |   |  $   155,588 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Interest |   |   |   |  $     -- |   |  $                            -- |   |  $          356 |   |  $                            -- |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |   |
| NOTE                  4 - RELATED-PARTY                  TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| From                  time to time, the Company                  contracts with a company related through common ownership for building                  and                  grounds-related maintenance services.  There were no fees paid                  to the related company for the three and six months ended December                  31,                  2007 and 2006.  For the three months ended December 31, 2007 and                  2006, the Company had sales of $52,179 and $6,633, respectively,                  to the                  company referred to above.  For the six months ended December                  31, 2007 and 2006, sales were $83,216 and $32,131,                  respectively.  As of December 31, 2007, the related receivables                  outstanding were $116,679.  See also Note                  7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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| NOTE                  5 - BANK CREDIT                  LINE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| The                  Company has available a                  $600,000 revolving line of credit with a local bank.  The                  balance outstanding at December 31, 2007 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 six months                  ended                  December 31, 2007 and 2006, as excerpted from internal management                  reports,                  is as follows:                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   | For                  the Three Months                  Ended |   | For                  the Six Months                  Ended |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |  December                  31,                     |   |   | December                  31, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Construction: | 2007 |   | 2006 |   | 2007 |   | 2006 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Sales |   |                  $ 1,121,774 |   |                                   $ 1,093,077 |   |                  $                  2,263,288 |   |                  $                  2,199,033 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Intersegment                  expenses |                                        (22,102) |   |                                        (27,330) |   |                                        (36,614) |   |                                        (32,167) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Cost                  of                  sales | (728,851) |   | (512,678) |   | (1,451,249) |   | (1,083,354) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Corporate                  and other                  expenses | (341,088) |   | (460,604) |   | (694,953) |   | (896,687) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      Segment                  income |                                   $      29,733 |   |                                   $      92,465 |   |                                   $      80,472 |   |                                   $    186,825 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Engineering: |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Sales |   |                                   $      68,796 |   |                                   $      42,891 |   |                  $    137,451 |   |                                   $      87,459 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Intersegment                  revenues |                         22,102 |   |                                          27,330 |   |                                                           36,614 |   |                         32,167 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Cost                  of                  sales | (57,733) |   | (52,443) |   | (121,081) |   | (98,362) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Corporate                  and other                  expenses | (22,116) |   | (11,085) |   | (38,115) |   | (15,257) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      Segment                  income (loss) |                                   $      11,049 |   |                 $        6,693 |   |                                   $      14,869 |   |                 $        6,007 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
|  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 six months                  ended                  December 31, 2007 and 2006, we recognized rental expense for these                  spaces                  of $19,650, $39,300, $19,300, and $37,900,                  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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| Description                  of                  Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| As                  discussed in detail in Note 1,                  the Company was incorporated under the laws of the Commonwealth                  of                  Virginia on April 7, 1993 and, on June 30, 2000, entered into a                  reverse                  merger in which it became the wholly owned subsidiary of a public                  Nevada                  shell corporation, renamed Metwood, Inc.  Effective January 1,                  2002, Metwood acquired certain assets of Providence Engineering,                  PC in a                  transaction accounted for under the purchase method of                  accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Principal                  Products/Services and                  Markets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Metwood                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Residential                  builders are aware of                  the superiority of steel framing vs. wood framing, insofar as steel                  framing is lighter; stronger; termite, pest, rot and fire resistant;                  and                  dimensionally more stable in withstanding induced                  loads.  Although use of steel framing in residential                  construction has generally increased each year since 1980, many                  residential builders have been hesitant to utilize steel due to                  the need                  to retrain framers and subcontractors who are accustomed to a                  "stick-built" construction method where components are laid out                  and                  assembled with nails and screws.  The Company's founders, Robert                  ("Mike") Callahan and Ronald Shiflett, saw the need to combine                  the                  strength and durability of steel with the convenience and familiarity                  of                  wood and wood fasteners.  |
| Metwood                  manufactures light-gage                  steel construction materials, usually combined with wood or wood                  fasteners, for use in residential and commercial applications in                  place of                  more conventional wood products, which are inferior in terms of                  strength                  and durability.  The steel and steel/wood products allow                  structures to be built with increased load strength and structural                  integrity and fewer support beams or support configurations, thereby                  allowing for structural designs that are not possible with wood-only                  products.                                                                                                                                                                                                                                                                                                                                                                                                      |
| Metwood's                  primary products and                  services are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |     ·  Girders                  and                  headers |           ·  Garage,                  deck and porch concrete pour-over systems |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |     ·  Floor                  joists |           ·  Garage                  and post-and-beam buildings |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |     ·  Floor                  joist reinforcers |           ·  Engineering,                  design and custom building services |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |     ·  Roof                  and floor trusses |   |
|  Providence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Providence                  is extensively involved                  in ongoing product research and development for                  Metwood.  Additionally, Providence offers its customers civil                  engineering capabilities which include rezoning and special use                  submissions; erosion and sediment control and storm-water management                  design; residential, commercial, and religious facility site development                  design; and utility design, including water, sewer and onsite treatment                  systems.  Providence's staff is familiar with construction                  practices and has been actively involved in construction administration                  and inspection on multiple                  projects.                                                                                                                                                                                                                                                                                                                      |

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

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|      U.S.                  Patent Nos. D472,791S, D472,792S, D472,793S, and D477,210S, all                  modifications of Metwood's Reinforcing Bracket, which will be used                  for                  repairs of wood I-joists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Each                  of these patents was                  originally issued to the inventors and Company founders, Robert                  Callahan                  and Ronald B. Shiflett, who licensed these patents to the                  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Need                  for Government Approval of Principal Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| The                  Company's products must either                  be sold with an engineer's seal or applicable building code                  approval.  Once that approval is obtained, the products can be                  used in all fifty states.  The Company's Floor Joist Reinforcer                  received Bureau Officials Code Association ("BOCA") approval in                  April                  2001.  Currently, the Company's chief engineer has obtained                  professional licensure in several states which permit products                  not                  building code approved to be sold and used with his                  seal.   The Company expects his licensure in a growing                  number of states to greatly assist in the uniform acceptability                  of its                  products as it expands to new markets.               |
| Time                  Spent During the Last Two Fiscal Years on Research and Development                  Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Approximately                  fifteen percent of                  the Company's time and resources have been spent during the last                  two                  fiscal years researching and developing its metal/wood products,                  new                  product lines, and new patents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Costs                  and Effects of Compliance with Environmental Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| The                  Company does not incur any                  costs to comply with environmental laws.  It is an                  environmentally friendly business in that its products are fabricated                  from                  recycled steel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Number                  of Total Employees and Number of Full-Time Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| The                  Company had thirty-three                  employees at December 31, 2007, thirty-one of whom were full                  time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Results                  of                  Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Net                  Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| The                  Company had net income of                  $40,782 for the three months ended December 31, 2007, versus $99,158                  for                  the three months ended December 31, 2006, a decrease of                  $58,376.  The decrease in net income in 2007 compared to 2006                  was attributable primarily to higher materials costs that were                  not offset                  with a comparable increase in sales.  Sales increased only 5%,                  while cost of sales increased 39%.  For the six months ended                  December 31, 2007 and 2006, the Company's net income was $95,341                  and                  $192,832, respectively, a decrease of $97,491.  Decreased sales                  and increased materials costs comparing 2007 to 2006 account for                  the                  decline in net income |

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| Revenues                  were $1,190,570 for the three months ended December 31, 2007 compared                  to                  $1,135,968 for the same period in 2006, a decrease of $54,602,                  or                  5%.  For the six-month periods ended December 31, 2007 and 2006,                  sales were $2,400,739 and $2,286,492, respectively, an increase                  of                  $114,247, or 5%.  The sales decline for the three-month period                  in 2007 versus 2006 was the result of a weak housing market and                  a poor                  subprime maket.                                              |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Total                  administrative expenses were                  $341,120 and $691,736 for the three and six months ended December                  31,                  2007, versus $411,879 and $798,862 for the three and six months                  ended                  December 31, 2006, a decrease of $70,759 (17%) and $107,126 (13%),                  respectively.  Decreases in advertising and in payroll expenses                  in 2007 over 2006 were the largest contributors to the overall                  decrease.                                                                                                                                                       |
| Liquidity                  and Capital                  Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| On                  December 31, 2007, the Company                  had cash of $169,337 and working capital of $1,628,482.  Net                  cash provided by operating activities was $237,331 for the six                  months                  ended December 31, 2007 compared to $35,373 for the six months                  ended                  December 31, 2006.  The higher provision of cash in the current                  year resulted primarily from refunded income taxes and an increase                  in                  other operating assets and expenses of a non-cash nature (depreciation                  and                  deferred income taxes).  |
| Cash                  used in investing activities                  was $106,095 for the six months ended December 31, 2007 compared                  to cash                  used of $59,408 during the same period in the prior year.  Cash                  flows used in investing activities for the current period were                  for                  vehicles (net $1,250); shop equipment $65,705); computers and peripherals                  and furniture and fixtures ($9,461); website development ($3,300);                  and                  leasehold and land improvements ($26,379).                                                                                       |
| Cash                  used in financing activities                  was $186 for the six months ended December 31, 2007 compared to                  $-0- for                  the period ended December 31, 2006.  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).                                                                                                                                                                                                                                                  |
| ITEM                  3 - CONTROLS AND                  PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| The                  management of Metwood, Inc.                  has reviewed the systems of internal controls and disclosures within                  the                  specified time frame of ninety days.  Management believes that                  the systems in place allow for proper controls and disclosures                  of                  financial reporting information.  There have been no changes in                  these controls since our last evaluation                  date.                                                                                                                                                                                    |

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| PART                  II - OTHER                  INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ITEM                  6 - EXHIBITS AND REPORTS ON                  FORM 8-K                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       (a)  Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|              See                  index to exhibits.                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       (b)  Reports                  on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|              There                  were no reports on Form 8-K filed during the quarter ended December                  31,                  2007.                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| SIGNATURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| In                  accordance with the                  requirements of the Securities Exchange Act of 1934, the registrant                  has                  duly caused this report to be signed on its behalf by the undersigned,                  thereunto duly authorized.                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Date:  February                  12,                  2008                                   /s/Robert                  M. Callahan                                                                                                                                                       |
|                                                                        Robert                  M. Callahan      |
|                                                                        Chief                  Executive Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Date:  February                  12,                  2008                                   /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 |   |   |   |

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