| UNITED      STATES                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| SECURITIES      AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                         |
| Washington,      D.C. 20549                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               | FORM      10-Q                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE ACT OF 1934                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                         |
| For      the quarterly period ended September 30, 2009                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| [   ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE      ACT                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                         |
| For      the transition period from ________ to ________                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| Commission      File Number 000-05391                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| METWOOD,      INC.                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
| (Exact      name of small business issuer as specified in its charter)                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| NEVADA                                                             83-0210365 |
|  (State      or other      jurisdiction                      (IRS      Employer                                                                                                                                 |
| of      incorporation)                                           Identification No.)                                                      |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| 819      Naff Road, Boones Mill, VA 24065                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |
| (Address      of principal executive offices) (Zip code)                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
| (540)      334-4294                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         |
| (Registrant's      telephone number, including area code)                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               | N/A                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|                                                                                                                                                                                                                                                                                                                               | (Former      name, former address and former fiscal year, if changed since last      report)                                                                                                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               | Check      whether the issuer (1) filed all reports required to be filed by Section      13 or 15(d) of the                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                               | Exchange      Act during the past 12 months (or for such shorter period that the      registrant was required                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                               | to      file such reports), and (2) has been subject to such filing requirements      for the past 90 days.                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                               | Yes      [ X ] No [   ]                                                                                                                                                                                                                                                                                                                                                                       |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               | Indicate      by check mark whether the regiatrant is a large accelerated filer, an      accelerated filer, a                                                                                                                                                                                                                                                                                                |   |
|                                                                                                                                                                                                                                                                                                                               | non-accelerated      filer, or a smaller reporting company as defined by Rule 12b-2 of the      Exchange Act:                                                                                                                                                                                                                                                                                                |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               |                                 Large      accelerated filer      [   ]           Non-accelerated      filer [   ]                                      |   |
|                                                                                                                                                                                                                                                                                                                               |                                 Accelerated      filer      [   ]                    Smaller      reporting company [ X ] |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               | Indicate      by check mark whether the registrant is a shell company (as defined in      Rule 12b-2 of the Exchange Act):  Yes [   ] No [      X ]                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               | As      of October 31, 2009, the number of shares outstanding of the registrant's      common stock,                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                               | $0.001      par value (the only class of voting stock), was 12,231,797      shares.                                                                                                                                                                                                                                                                                                                          |

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| TABLE      OF CONTENTS - FORM 10-QSB                                                                                    |   |
|-------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                    |   |   |   |   |
|                                                                                                                    |   |   |   |   |
|                                                                                                                    |   |   |   |   |
| PART      I - FINANCIAL INFORMATION                                                                                     |   | Page(s) |   |
|                                                                                                                    |   |   |   |   |
| Item      1  Financial      Statements                                                                        |
|                                                                                                                    |
| Consolidated      Balance Sheets As of September 30, 2009 (Unaudited) and June 30,      2009                            |   | 1-2 |   |
|                                                                                                                    |
| Consolidated      Statements of Income (Unaudited) for the Three Months Ended September 30,      2009 and 2008          | 3      |   |
|                                                                                                                    |   |   |   |
| Consolidated      Statements of Cash Flows (Unaudited) for the Three Months Ended September      30, 2009 and 2008      |   | 4 |   |
|                                                                                                                    |   |   |   |   |   |
| Notes      to Consolidated Financial Statements                                                                         |   |   | 5-9 |   |
|                                                                                                                    |   |   |   |   |
| Item      2   Management's      Discussion and Analysis of Financial Condition and Results of      Operations |   |   |
|                                                                                                                    |   |   |
| Item      4   Controls      and Procedures                                                                    |
|                                                                                                                    |   |   |   |   |   |
| PART      II - OTHER INFORMATION                                                                                        |   |   |   |   |
|                                                                                                                    |   |   |   |   |   |
| Item      6   Exhibits      and Reports on Form 8-K                                                           |   |   |   |   |   |
|                                                                                                                    |   |   |   |   |   |
| Signatures                                                                                                              |   |   |   | 17 |   |
|                                                                                                                    |   |   |   |   |   |
| Index      to Exhibits                                                                                                  |   |   |   | 18 |   |
|                                                                                                                    |   |   |   |   |   |

----

| METWOOD,      INC. AND SUBSIDIARY                                 |   |
|-------------------------------------------------------------------|--------|
| CONSOLIDATED      BALANCE SHEETS                                  |   |
|                                                              |   |
|                                                              |   |
|                                                              |   |   |   |   |   |   |
|                                                              |   | (UNAUDITED) |   |   | (AUDITED) |   |
|                                                              |   | September      30, |   |   | June      30, |   |
|                                                              |   | 2009 |   |   | 2009 |   |
| ASSETS                                                            |   |   |   |   |   |   |
|                                                              |   |   |   |   |   |   |
| Current      Assets                                               |   |   |   |   |   |   |
| Cash      and cash equivalents                                    |   | $ | 176,862 |   |   | $ | 199,868 |   |
| Accounts      receivable, net                                     |   |   | 419,564 |   |   |   | 383,673 |   |
| Inventory                                                         |   |   | 905,987 |   |   |   | 912,169 |   |
| Recoverable      income taxes                                     |   |   | 114,639 |   |   |   | 90,533 |   |
| Prepaid      expenses                                             |   |   | 40,002 |   |   |   | 49,239 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Total      current assets                                         |   |   | 1,657,054 |   |   |   | 1,635,482 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Property      and Equipment                                       |   |   |   |   |   |   |   |   |
| Leasehold      and land improvements                              |   |   | 210,652 |   |   |   | 208,233 |   |
| Furniture,      fixtures and equipment                            |   |   | 103,698 |   |   |   | 101,319 |   |
| Computer      hardware, software and peripherals                  |   |   | 214,729 |   |   |   | 211,861 |   |
| Machinery      and shop equipment                                 |   |   | 400,140 |   |   |   | 403,731 |   |
| Vehicles                                                          |   |   | 378,141 |   |   |   | 378,141 |   |
|                                                              |   |   | 1,307,360 |   |   |   | 1,303,285 |   |
| Less      accumulated depreciation                                |   |   | (861,202 | ) |   |   | (834,811 | ) |
|                                                              |   |   |   |   |   |   |   |   |
| Net      property and equipment                                   |   |   | 446,158 |   |   |   | 468,474 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Goodwill                                                          |   |   | 253,088 |   |   |   | 253,088 |   |
|                                                              |   |   |   |   |   |   |   |   |
| TOTAL      ASSETS                                                 |   | $ | 2,356,300 |   |   | $ | 2,357,044 |   |
|                                                              |   |   |   |   |   |   |   |   |
|                                                              |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial statements. |   |   |   |   |   |

----

| METWOOD,      INC. AND SUBSIDIARY                                                     |   |
|---------------------------------------------------------------------------------------|--------|
| CONSOLIDATED      BALANCE SHEET                                                       |   |
|                                                                                  |   |
|                                                                                  |   |
|                                                                                  |   |   |   |   |   |   |
|                                                                                  |   | (UNAUDITED) |   |   | (AUDITED) |   |
|                                                                                  |   | September      30, |   |   | June      30, |   |
|                                                                                  |   | 2009 |   |   | 2009 |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY                                             |   |   |   |   |   |   |
|                                                                                  |   |   |   |   |   |   |
| Current      Liabilities                                                              |   |   |   |   |   |   |
| Accounts      payable and accrued expenses                                            |   | $ | 126,994 |   |   | $ | 85,269 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
| Total      current liabilities                                                        |   |   | 126,994 |   |   |   | 85,269 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
| Long-term      Liabilities                                                            |   |   |   |   |   |   |   |   |
| Deferred      income taxes, net                                                       |   |   | 77,414 |   |   |   | 82,344 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
| Total      long-term liabilities                                                      |   |   | 77,414 |   |   |   | 82,344 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
| Total      liabilities                                                                |   |   | 204,408 |   |   |   | 167,613 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
| Stockholders'      Equity                                                             |   |   |   |   |   |   |   |   |
| Common      stock, $.001 par, 100,000,000 shares authorized;                          |   |   |   |   |   |   |   |   |
|    12,231,797      shares issued and outstanding at September 30, 2009 |   |   | 12,232 |   |   |   | 12,232 |   |
| Common      stock not yet issued ($.001 par, 8,150 shares)                            |   |   | 8 |   |   |   | 8 |   |
| Additional      paid-in capital                                                       |   |   | 1,544,268 |   |   |   | 1,544,268 |   |
| Retained      earnings                                                                |   |   | 595,384 |   |   |   | 632,923 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
| Total      stockholders' equity                                                       |   |   | 2,151,892 |   |   |   | 2,189,431 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
| TOTAL      LIABILITIES                                                                |   |   |   |   |   |   |   |   |
|   AND      STOCKHOLDERS' EQUITY                                             |   | $ | 2,356,300 |   |   | $ | 2,357,044 |   |
|                                                                                  |   |   |   |   |   |   |   |   |
|                                                                                  |   |   |   |   |   |   |   |   |
|                                                                                  |   |   |   |   |   |   |   |   |
|                                                                                  |   |
| See      accompanying notes to consolidated financial  statements.                    |

----

| METWOOD,      INC. AND SUBSIDIARY                                 |   |
|-------------------------------------------------------------------|--------|
| CONSOLIDATED      STATEMENTS OF OPERATIONS                        |   |
| (UNAUDITED)                                                       |   |
|                                                              |   |   |   |   |   |   |
|                                                              |   | Three      Months Ended |   |
|                                                              |   | September      30, |   |
|                                                              |   | 2009 |   |   | 2008 |   |
| REVENUES                                                          |   |   |   |   |   |   |
|                                                              |   |   |   |   |   |   |
| Construction      sales                                           |   | $ | 557,716 |   |   | $ | 1,006,111 |   |
| Engineering      sales                                            |   |   | 44,411 |   |   |   | 56,236 |   |
| Gross      sales                                                  |   |   | 602,127 |   |   |   | 1,062,347 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Cost      of construction sales                                   |   |   | 350,908 |   |   |   | 478,003 |   |
| Cost      of engineering sales                                    |   |   | 41,620 |   |   |   | 50,197 |   |
| Gross      cost of sales                                          |   |   | 392,528 |   |   |   | 528,200 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Gross      profit                                                 |   |   | 209,599 |   |   |   | 534,147 |   |
|                                                              |   |   |   |   |   |   |   |   |
| ADMINISTRATIVE      EXPENSES                                      |   |   |   |   |   |   |   |   |
| Advertising                                                       |   |   | 19,317 |   |   |   | 18,490 |   |
| Depreciation                                                      |   |   | 13,534 |   |   |   | 14,615 |   |
| Insurance                                                         |   |   | 11,871 |   |   |   | 19,832 |   |
| Payroll      expenses                                             |   |   | 153,943 |   |   |   | 165,145 |   |
| Professional      fees                                            |   |   | 19,462 |   |   |   | 28,178 |   |
| Rent                                                              |   |   | 19,800 |   |   |   | 19,800 |   |
| Research      and development                                     |   |   | - |   |   |   | 4,400 |   |
| Travel                                                            |   |   | 4,776 |   |   |   | 6,291 |   |
| Vehicle                                                           |   |   | 8,814 |   |   |   | 13,284 |   |
| Other                                                             |   |   | 32,595 |   |   |   | 44,616 |   |
| Total      administrative expenses                                |   |   | 284,112 |   |   |   | 334,651 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Operating      income (loss)                                      |   |   | (74,513 | ) |   |   | 199,496 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Other      income                                                 |   |   | 7,938 |   |   |   | 3,214 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Income      (loss) before income taxes                            |   |   | (66,575 | ) |   |   | 202,710 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Income      taxes (benefit)                                       |   |   | (29,036 | ) |   |   | 81,099 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Net      income (loss) from operations                            |   | $ | (37,539 | ) |   | $ | 121,611 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Basic      and diluted earnings per share                         |   |   | ** |   |   | $ | 0.01 |   |
|                                                              |   |   |   |   |   |   |   |   |
| Weighted      average number of shares                            |   |   | 12,231,797 |   |   |   | 12,229,364 |   |
|                                                              |   |   |   |   |   |   |   |   |
| **Less      than $0.01                                            |   |   |   |   |   |   |   |   |
|                                                              |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial statements. |   |

----

| METWOOD,      INC. AND SUBSIDIARY                                  |   |
|--------------------------------------------------------------------|--------|
| CONSOLIDATED      STATEMENTS OF CASH FLOWS                         |   |
| (UNAUDITED)                                                        |   |
|                                                               |   |   |   |   |   |   |
|                                                               |   | Three      Months Ended |   |
|                                                               |   | September      30, |   |
|                                                               |   | 2009 |   |   | 2008 |   |
| OPERATIONS                                                         |   |   |   |   |   |   |
| Net      income (loss)                                             |   | $ | (37,539 | ) |   | $ | 121,611 |   |
| Adjustments      to reconcile net income                           |   |   |   |   |   |   |   |   |
| to      net cash from operating activities:                        |   |   |   |   |   |   |   |   |
| Depreciation                                                       |   |   | 26,391 |   |   |   | 34,135 |   |
| Reversal      of deferred income taxes                             |   |   | (4,930 | ) |   |   | (11,687 | ) |
| (Increase)      decrease in operating assets:                      |   |   |   |   |   |   |   |   |
| Accounts      receivable                                           |   |   | (36,599 | ) |   |   | 125,349 |   |
| Inventory                                                          |   |   | 6,183 |   |   |   | 18,733 |   |
| Recoverable      income taxes                                      |   |   | (24,106 | ) |   |   | 45,955 |   |
| Other      operating assets                                        |   |   | 9,945 |   |   |   | (822 | ) |
| Increase      (decrease) in operating liabilities:                 |   |   |   |   |   |   |   |   |
| Accounts      payable and accrued expenses                         |   |   | 41,725 |   |   |   | (209,270 | ) |
| Current      income taxes payable                                  |   |   | - |   |   |   | 46,831 |   |
| Net      cash from (used for) operating activities                 |   |   | (18,930 | ) |   |   | 170,835 |   |
|                                                               |   |   |   |   |   |   |   |   |
| INVESTING                                                          |   |   |   |   |   |   |   |   |
| Capital      expenditures                                          |   |   | (4,076 | ) |   |   | (30,453 | ) |
| Net      cash used for investing activities                        |   |   | (4,076 | ) |   |   | (30,453 | ) |
|                                                               |   |   |   |   |   |   |   |   |
| FINANCING                                                          |   |   |   |   |   |   |   |   |
| Decrease      in credit line                                       |   |   | - |   |   |   | (150,000 | ) |
| Net      cash used for financing activities                        |   |   | - |   |   |   | (150,000 | ) |
|                                                               |   |   |   |   |   |   |   |   |
| Net      increase in cash                                          |   |   | (23,006 | ) |   |   | (9,618 | ) |
|                                                               |   |   |   |   |   |   |   |   |
| Cash,      beginning of the year                                   |   |   | 199,868 |   |   |   | 67,880 |   |
|                                                               |   |   |   |   |   |   |   |   |
| Cash,      end of the period                                       |   | $ | 176,862 |   |   | $ | 58,262 |   |
|                                                               |   |   |   |   |   |   |   |   |
|                                                               |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial  statements. |

----

| METWOOD,      INC. AND SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| SEPTEMBER      30, 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (UNAUDITED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| NOTE      1 - ORGANIZATION AND OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| 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.  The transaction was accounted for under the      purchase method of accounting.  Liabilities assumed at the date      of acquisition were identified, paid and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| NOTE      2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
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| 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 September 30, 2009 are not necessarily indicative of the results to      be expected for the entire fiscal year ending June 30,    2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| Fair Value of Financial Instruments - For      certain of the Company's financial instruments, none of which are held for      trading, including cash, accounts receivable, accounts payable and accrued      expenses, the carrying amounts approximate fair value due to their short      maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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| Accounts Receivable  - We grant      credit in the form of unsecured accounts receivable to our customers based      on an evaluation of their financial condition.  We perform      ongoing credit evaluations of our customers.  The estimate of      the allowance for doubtful accounts, which is charged off to bad debt      expense, is based on management’s assessment of current economic      conditions and historical collection experience with each      customer.  At September 30, 2009, the allowance for doubtful      accounts was $5,000.  Specific customer receivables are      considered past due when they are outstanding beyond their contractual      terms and are charged off to bad debt expense when determined      uncollectible.  For the three months ended September 30,      2009,  the amount of bad debts charged off was      $-0-.  For the three months ended September 30, 2008, recovery      of bad debts was $520. |
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| Inventory - Inventory, consisting of metal      and wood raw materials, is located on our premises and is stated at the      lower of cost or market using the first-in, first-out    method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 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.                                                                                                                                                                                                                                                                                                                                                 |
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| Goodwill - We account 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. We performed our required annual goodwill      impairment test as of June 30, 2009 using discounted cash flow estimates      and found that there was no impairment of goodwill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| Impairment of Long-lived Assets - We      evaluate our long-lived assets for indications of possible impairment      whenever events or changes in circumstances indicate that the carrying      amount of an asset may not be recoverable.  Recoverability is      measured by comparing the carrying amounts to the future net undiscounted      cash flows which the assets are expected to generate. Should an impairment      exist, the impairment would be measured by the amount by which the      carrying amount of the assets exceeds the projected discounted future cash      flows arising from the asset. There have been no such impairments of      long-lived assets through September 30, 2009.                                                                                                                                                                                                                                                                                                                             |
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| Patents - We have been assigned several key      product patents developed by certain Company officers.  No value      has been recorded in our 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.                                                                                                                                                                                                                                                                                                                                                                                                        |
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| Income Taxes - Income taxes are accounted      for in accordance with SFAS No. 109, "Accounting for Income      Taxes."  A deferred tax asset or liability is recorded for all      temporary differences between financial and tax reporting and for net      operating loss carryforwards, where applicable.  Deferred tax      assets are reduced by a valuation allowance when, in the opinion of      management, it is more likely than not that some portion or the entire      deferred tax asset will not be realized.  Deferred tax assets      and liabilities are adjusted for the effect of changes in tax laws and      rates on the date of enactment.                                                                                                                                                               |
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| Research and Development - We perform      research and development on our metal/wood products, new product lines,      and new patents.  Costs, if any, are expensed as they are      incurred.  Research and development costs for the three months      ended September 30, 2009 and 2008 were $-0- and $4,400,      respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 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.                                                                                                                                                                                                      |
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| Recent Accounting Pronouncements - In June      2009, the FASB issued SFAS No. 168 (“SFAS 168”), The FASB Accounting Standards      Codification and the Hierarchy of Generally Accepted Accounting      Principles. SFAS 168 identifies the FASB Accounting Standards      Codification as the authoritative source of generally accepted accounting      principles in the United States. Rules and interpretive releases of the      Securities and Exchange Commission (“SEC”) under federal securities laws      are also sources of authoritative GAAP for SEC registrants. SFAS 168 is      effective for financial statements issued for interim and annual periods      ending after September 15, 2009. We do not expect the adoption of SFAS 168      to have a material impact on our consolidated financial      statements. |
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| In      April 2009, the FASB issued SFAS No. 167 (“SFAS 167”), Amendments to FASB      Interpretation No 46(R). SFAS 167 requires a qualitative approach      to identifying a controlling financial interest in a variable interest      entity (“VIE”), and requires ongoing assessment of whether an entity is a      VIE and whether an interest in a VIE makes the holder the primary      beneficiary of the VIE. SFAS 167 is effective for annual reporting periods      beginning after November 15, 2009. The adoption of SFAS No. 167 is not      expected to have a material impact on our consolidated financial      statements.                                                                                                                                                                                             |
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| In      April 2009, the FASB issued three FASB Staff Positions ("FSP") that are      intended to provide additional application guidance and enhance      disclosures about fair value measurements and impairments of securities.      FSP 157-4 clarifies the objective and method of fair value measurement      even when there has been a significant decrease in market activity for the      asset being measured. FSP 115-2 and FSP 124-2 establish a new model for      measuring other-than-temporary impairments for debt securities, including      establishing criteria for when to recognize a write-down through earnings      versus other comprehensive income. FSP 107-1 and APB      28-1 expand the fair value disclosures required for all financial      instruments within the scope of SFAS No. 107, Disclosures about Fair Value      of Financial Instruments, to interim periods. All three FSPs are      effective for the Company beginning July 1, 2009. The adoption      of SFAS 165 did not have a material impact on our consolidated financial      statements. |
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| On      July 1, 2009, the Financial Accounting Standards Board Accounting      Standards CodificationTM (“Codification” or “ASC”) became the single source      of authoritative GAAP (other than rules and interpretive releases of the      U.S. Securities and Exchange Commission). The Codification is topically      based with topics organized by ASC number and updated with Accounting      Standards Updates (“ASUs”). ASUs will replace accounting guidance that      historically was issued as FASB Statements (“SFAS”), FASB Interpretations      (“FIN”), FASB Staff Positions (“FSP”), Emerging Issue Task Force (“EITF”)      Issues or other types of accounting standards. The Codification became      effective September 30, 2009 for the Company and disclosures within this      Quarterly Report on Form 10-Q have been updated to reflect the      change.                                                                                                                                                         |
| Management      does not believe that any other recently issued, but not yet effective      accounting pronouncements, if adopted, would have a material effect on the      accompanying consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| NOTE      3 - EARNINGS PER SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| Net      income (loss) and earnings per share for the three months ending September      30, 2009 and 2008 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | For      the Three Months Ended |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | September      30, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 2009 |   |   | 2008 |   |
| Net      income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | $ | (37,539 | ) |   | $ | 121,611 |   |
| Income      per share - basic and fully diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | $ | ** |   |   | $ | 0.01 |   |
| Weighted      average number of shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   | 12,231,797 |   |   |   | 12,229,364 |   |
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| **Less      than $0.01                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |
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| NOTE      4 - SUPPLEMENTAL CASH FLOW INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| Supplemental      disclosures of cash flow information for the three September 30, 2009 and      2008 are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | For      the Three Months Ended |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | September      30, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   | 2009 |   |   |   | 2008 |   |
| Cash paid for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |
| Income      taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | $ | -- |   |   | $ | -- |   |
| Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $ | -- |   |   | $ | 444 |   |

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| NOTE      5 - RELATED-PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                            |     |   |   |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|----------|--------|--------|--------|
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| From      time to time, we contract with a company related through common ownership      for building and grounds-related maintenance services. There were no      fees paid to the related company for the three months ended September 30,      2009 and 2008. For the three months ended September 30, 2009 and      2008, the Company had sales of $32,020 and $14,046, respectively, to the      company referred to above. As of September 30, 2009 and 2008, the      related receivable was $2,916 and $6,976. See also Note      8. |
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| NOTE      6 - 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 September 30, 2009 and 2008 was      $-0-.                                                                                                                                                                                                                                                                                                                                                                                            |
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| NOTE      7 - SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                            |     |
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| We      operate in two principal business segments: (1) construction-related      products and (2) engineering services. Performance of each segment is      evaluated based on profit or loss from operations before income      taxes. These reportable segments are strategic business units that      offer different products and services. Summarized revenue and expense      information by segment for the three months ended September 30, 2009 and      2008, as excerpted from internal management reports, is as      follows:       |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | For      the Three Months Ended |     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | September      30,              |     |
| Construction:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 2009                            |     |   | 2008   |   |
| Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | $                               | 557,716  |   |   | $      | 1,006,111 |   |
| Intersegment      expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                            | (12,540  | )      |   |   | (15,409 | ) |
| Cost      of sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                            | (350,908 | )      |   |   | (478,003 | ) |
| Corporate      and other expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                            | (234,424 | )      |   |   | (399,364 | ) |
|      Segment      income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | $                               | (40,156  | )      |   | $      | 113,335 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                            |     |   |   |   |   |   |
| Engineering:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                            |     |   |   |   |   |   |
| Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | $                               | 44,411   |   |   | $      | 56,236 |   |
| Intersegment      revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                            | 12,540   |   |   |   | 15,409 |   |
| Cost      of sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                            | (41,260  | )      |   |   | (50,197 | ) |
| Corporate      and other expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                            | (13,074  | )      |   |   | (13,172 | ) |
|      Segment      income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | $                               | 2,617    |   |   | $      | 8,276 |   |
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| NOTE      8 - OPERATING LEASE COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                            |     |   |
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| 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      $6,600. The lease expires on December 31, 2014. For the three months      ended September 30, 2009 and 2008, we recognized rental expense for these      spaces of $19,800.                                                   |

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| ITEM      2 - MANAGEMENT'S DISCUSSION AND ANALYSIS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                   |
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| 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                   |
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| Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                   |
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| As      discussed in detail in Note 1, we were 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.                                                                                                                                                                                                                                                                                                                                                                                  |
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| Principal Products/Services and      Markets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                   |
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| 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. |
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| 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.                                                                                                                                                                                                                                                                                                  |
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| Metwood's      primary products and services are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Girders      and headers     | ·  Garage,      deck and porch concrete pour-over systems |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Floor      joists            | ·  Garage      and post-and-beam buildings |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Floor      joist reinforcers | ·  Engineering,      design and custom building services |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     ·  Roof      and floor trusses  |   |   |   |   |   |   |

| Providence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Providence      is extensively involved in ongoing product research and development for      Metwood.  Additionally, Providence offers its customers civil      engineering capabilities which include rezoning and special use      submissions; erosion and sediment control and storm-water management      design; residential, commercial, and religious facility site development      design; and utility design, including water, sewer and onsite treatment      systems.  Providence's staff is familiar with construction      practices and has been actively involved in construction administration      and inspection on multiple projects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Providence      also performs a variety of structural design and analysis work,      successfully providing solutions for many projects, including retaining      walls, residential framing, commercial building framing, light-gage steel      fabrication drawings, metal building retrofits and additions, mezzanines,      and seismic anchors and restraints.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |
| 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Our      sales are primarily wholesale, directly to lumberyards, home improvement      stores, hardware stores, and plumbing and electrical suppliers in Virginia      and North Carolina.  Metwood relies primarily on its own sales      force to generate sales; additionally, however, the Company has      distributors in Virginia, New York, Oklahoma, Arizona and Colorado and      also utilizes the salespeople of wholesale yards stocking the Company's      products as an additional sales force.  We are an authorized      vendor for Lowe's, Home Depot, 84 Lumber, Stock Building Supply, The      Contractor Yard, and many more.  We have several stocking      dealers of our square columns and reinforcing products.  We will      sell directly to contractors in areas where we do not have a dealer, but      with our national dealer relationships,  we      typically  have a dealer to use.  We are in      discussions with national engineered I-joist manufacturers who are      interested in marketing the Company's products and expect to announce      affiliations with these companies in the near      future.    Metwood  intends  to      continue  expanding  the  wholesale  marketing  of  its      unique products to retailers,   to increase      dealer  sales,  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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| We      acquired four new patents through assignment from Robert Callahan and      Ronald Shiflett, the patent holders.  All four patents reflect      various modifications to our Joist Reinforcing Bracket which will make it      even easier for tradesmen to insert utility conduits through wood      joists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| Seasonality of Market                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| Our      sales are subject to seasonal impacts, as our 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, our sales are greater in our fourth and      first fiscal quarters.  We build an inventory of our products      throughout the winter and spring to support our sales      season.  Due to the seasonality of our local market, we are      continuing our efforts to expand into markets that are not so seasonally      impacted.  We have shipped projects to Florida, Georgia, South      Carolina, Arizona, Washington, and more.  These markets have      some seasonality, but increased exposure in these markets wil help      maintain stronger sales year round.         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| 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 ours.  However, we have often found that our      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 we use are readily available on the market from      numerous suppliers.  The light-gage metal used by the Company is      supplied primarily by Dietrich Industries, Marino-Ware, Telling      Industries, Wheeling Corrugating, and Consolidated Systems,      Inc.  Our main sources of lumber are BlueLinx, Lowe's, 84 Lumber      Company and Smith Mountain Building Supply.  Gerdau Amersteel,      Descosteel and Adelphia Metals provide the majority of our      rebar.  Because of the number of suppliers available to us, our      decisions in purchasing materials are dictated primarily by price and      secondarily by availability.  We do not anticipate a lack of      supply to affect our production; however, a shortage might cause us to      pass on higher materials prices to our buyers. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| Dependence on One or a Few Major      Customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
| For      the three months ending September 30, 2009, sales to Price Buildings and      Probuild East, LLC each accounted for approximately 9% of total sales; no      other customer accounted for more than 5% of sales.  For the      three months ending September 30, 2008, sales to Architecture-Planning      & Development accounted for 15% of total sales, and Probuild East, LLC      accounted for approximately 11% of total sales.  No other      customer accounted for more than 6% ofsales.                                                                                                                                                                                                                                                                                                                                                                     |

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| Patents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| The      Company has nine U.S. Patents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      U.S.      Patent Nos. 5,519,977 and 7,347,031, "Joist Reinforcing Bracket," a      bracket that reinforces wooden joists with a hole for the passage of a      utility conduit.  The Company refers to this as its floor joist      patch kit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      U.S.      Patent No. 5,625,997, "Composite Beam," a composite beam that includes an      elongated metal shell and a pierceable insert for receiving nails, screws      or other penetrating fasteners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      U.S.      Patent No. 5,832,691, "Composite Beam," a composite beam that includes an      elongated metal shell and a pierceable insert for receiving nails, screws      or other penetrating fasteners.  This is a continuation-in-part      of U.S. Patent No. 5,625,997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      U.S.      Patent No. 5,921,053, "Internally Reinforced Girder with Pierceable      Nonmetal Components," a girder that includes a pair of c-shaped members      secured together so as to form a hollow box, which permits the girder to      be secured within a building structure with conventional fasteners such as      nails, screws and staples.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      U.S.      Patent Nos. D472,791S, D472,792S, D472,793S, and D477,210S, all      modifications of Metwood's Reinforcing Bracket, which will be used for      repairs of wood I-joists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Need for Government Approval of Principal      Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Our      products must either be sold with an engineer's seal or applicable      building code approval.  The Company's chief engineer has      obtained professional licensure in several states, which permits products      not building code approved to be sold and used with his      seal.   We expect his licensure in a growing number of      states to greatly assist in the uniform acceptability of our products as      we expand to new markets. Currently, we are seeking International Code      Council ("ICC") code approval on our joist reinforcers and      beams.  Once that approval is obtained, our products can be used      in all fifty states and will eliminate the need for an engineer's seal on      individual products.  To date, the Company's 2x10 floor joist      reinforcer has received both Bureau Officials Code Association approval      (2001) and ICC approval (2004). |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Time Spent During the Last Two Fiscal Years on      Research and Development Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Approximately      fifteen percent of our 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| We      do not incur any costs to comply with environmental laws.  We      are an environmentally friendly business in that our products are      fabricated from recycled steel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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| Number of Total Employees and Number of Full-Time      Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| The      Company had twenty-one employees at September 30, 2009, all of whom were      full time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Results      of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Net Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| We      had a net loss of $37,539 for the three months ended September 30, 2009,      versus net income of $121,611 for the three months ended September 30,      2008, a decrease of $159,150.  The decrease in net income for      the three months ended September 30, 2009 compared to 2008 was      attributable to a general downturn in the economy, in particular, as it      affects the Company, the building industry.  Construction sales      decreased 45% comparing 2009 to 2008, and as a percentage of sales, costs      of goods sold increased 31% comparing 2009 to 2008.  Engineering      sales decreased 21% comparing 2009 to 2008, further contributing to the      net loss for the quarter. Administrative expenses decreased 15% comparing      the three months ended September 30, 2009 to the same period in      2008.  However, this decrease did not significantly offset our      61% decline in gross profit in the quarter ended September 30, 2009      compared to the quarter ended September 30, 2008. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Management      is currently discussing the possibility of taking the Company private as a      means of rasing capital, improving the bottom line, and removing the high      compliance costs incurred as a public company.  The present      economic environment may make privatization the best option as the Company      goes forward.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Revenues      were $602,127 for the three months ended September 30, 2009 compared to      $1,062,347 for the same period in 2008, a decrease of $460,220, or      43%.  The sales decline for the three-month period in 2009      versus 2008 reflects a general downtown in the building      industry.  Although we have sold product in over twenty-five      states since July 2007, our local market is down more than      30%.  The potential for increased sales volume as we go forward      is enhanced by the fact that we are now an authorized fabricator for the      Dynatruss light-gauge steel truss system, begun in March    2008.                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Total      administrative expenses were $284,112 for the three months ended September      30, 2009, versus $334,651 for the three months ended September 30, 2008, a      decrease of $50,539.  The biggest decline occurred in payroll      expenses, vehicle and other costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Liquidity and Capital    Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| On      September 30, 2009, we had cash of $176,862 and working capital of      $1,530,060.  Net cash used for operating activities was $18,930      for the three months ended September 30, 2009 compared to net cash from      operating activities of $170,835 for the three months ended September 30,      2008.  The lower provision of cash from operating activities in      the current year resulted primarily from the increase in accounts      receivable and recoverable income taxes and the decrease in accounts      payable and accrued expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

|  Cash      used in investing activities was $4,076 for the three months ended      September 30, 2009, compared to cash used of $30,453 during the same      period in the prior year.  Cash flows used in investing      activities for the current period were for shop equipment ($809); computer      software ($2869); furniture and fixtures ($2,378); and leasehold      improvements ($2,420), less disposals of $4,400. |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Cash      used in financing activities was $-0- for the three months ended September      30, 2009 compared to cash used of $150,000 for the period ended September      30, 2008.  The cash used in 2008 was to pay off the Company's      credit line balance.                                                                                                                                                                      |

| ITEM      4 - CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)      Evaluation of disclosure controls and procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Our      management, with the participation of our chief executive officer and      chief financial officer, evaluated the effectiveness of our disclosure      controls and procedures pursuant to Rule 13a-15 under the Securities      Exchange Act of 1934 as of the end of the period covered by this Quarterly      Report on Form 10-Q. In designing and evaluating the disclosure      controls and procedures, management recognizes that any controls and      procedures, no matter how well designed and operated, can provide only      reasonable assurance of achieving the desired control objectives. In      addition, the design of disclosure controls and procedures must reflect      the fact that there are resource constraints and that management is      required to apply its judgment in evaluating the benefits of possible      controls and procedures relative to their costs. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Based      on our evaluation, our chief executive officer and chief financial      officer concluded that our disclosure controls and procedures are designed      at a reasonable assurance level and are effective to provide reasonable      assurance that information we are required to disclose in reports that we      file or submit under the Exchange Act is recorded, processed, summarized      and reported within the time periods specified in Securities and Exchange      Commission rules and forms, and that such information is accumulated and      communicated to our management, including our chief executive officer and      chief financial officer, as appropriate, to allow timely decisions      regarding required disclosure.                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)      Changes in internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| We      regularly review our system of internal control over financial reporting      to ensure we maintain an effective internal control environment. As we      grow geographically and with new product offerings, we continue to create      new processes and controls as well as improve our existing environment to      increase efficiencies. Improvements may include such activities as      implementing new, more efficient systems, consolidating activities, and      migrating processes.                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| There      were no changes in our internal control over financial reporting that      occurred during the period covered by this Quarterly Report on Form 10-Q      that have materially affected, or are reasonably likely to materially      affect, our internal control over financial  reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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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 September 30,      2009.                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|  SIGNATURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| In      accordance with the requirements of the Securities Exchange Act of 1934,      the registrant has duly caused this report to be signed on its behalf by      the undersigned, thereunto duly authorized.                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Date:  October      31,      2009                                /s/  Robert M.      Callahan                                                                                                                                                                                                  |
|                                                                          Robert      M. Callahan      |
|                                                                          Chief      Executive Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Date:  October      31,      2009                                /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 |   |   |   |