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

**              **

**              For the quarterly period ended December 31, 2006    **

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

**              **

**              For the transition period from ________ to ________    **

**Commission        File Number 000-05391**

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

| **819                    Naff Road, Boones Mill, VA 24065** |
|-------------------------------------------------------------|
| (Address                    of principal executive offices) |
|                                                        |
| **(540)                    334-4294**                       |
| (Issuer's                    telephone number)              |

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| **METWOOD,                  INC. AND SUBSIDIARY**    |
|------------------------------------------------------|
| **TABLE                  OF CONTENTS - FORM 10-QSB** |
|                                                 |   |   |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |
| PART                  I - FINANCIAL INFORMATION      |   |   |   |   |   |   | *Page(s)* |
|                                                 |   |   |   |   |   |   |   |   |   |
| Item                  1                              | Financial                  Statements |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |
|                                                 | Consolidated                  Balance Sheet As of December 31,                  2006 |   |   |   |   | 2-3 |
|                                                 |   |   |   |   |   |   |   |   |   |
|                                                 | Consolidated                  Statements of Income for the Three and Six Months                  Ended                  December 31, 2006 and 2005 |   | 4 |
|                                                 |   |   |   |   |   |   |   |   |   |
|                                                 | Consolidated                  Statements of Cash Flows for the Six Months Ended                  December 31, 2006 and 2005 |   | 5 |
|                                                 |   |   |   |   |   |   |   |   |   |
|                                                 | Notes                  to Consolidated Financial Statements |   |   |   |   |   | 6-11 |
|                                                 |   |   |   |   |   |   |   |   |   |
| Item                  2                              | Management's                  Discussion and Analysis |   |   |   |   |   | 10-16 |
|                                                 |   |   |   |   |   |   |   |   |   |
| Item                  3                              | Controls                  and Procedures |   |   |   |   |   |   | 16 |
|                                                 |   |   |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |
| PART                  II - OTHER INFORMATION         |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |
| Item                  6                              | Exhibits                  and Reports on Form 8-K |   |   |   |   |   | 17 |
|                                                 |   |   |   |   |   |   |   |   |   |
| Signatures                                           |   |   |   |   |   |   |   |   | 18 |
|                                                 |   |   |   |   |   |   |   |   |   |
| Index                  to Exhibits                   |   |   |   |   |   |   |   |   | 19 |

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*Table          of Contents*

| **METWOOD,                  INC. AND SUBSID****IARY**                                          |
|------------------------------------------------------------------------------------------------|
| **CONSOLIDATED                  BALANCE SHEET**                                                |
| **AS                  OF DECEMBER 31, 2006**                                                   |
| **(UNAUDITED)**                                                                                |
|                                                                                           |   |   |   |
| ASSETS                                                                                         |   |   |   |
|                                                                                           |   |   |   |
| Current                  Assets                                                                |   |   |   |
| Cash                  and cash equivalents                                                     |   | $ | 75,845 |   |
| Accounts                  receivable                                                           |   |   | 500,531 |   |
| Deposits                                                                                       |   |   | 10,597 |   |
| Inventory                                                                                      |   |   | 1,161,549 |   |
| Prepaid                  expenses                                                              |   |   | 58,985 |   |
|                                                                                           |   |   |   |   |
| Total                  current assets                                                          |   |   | 1,807,507 |   |
|                                                                                           |   |   |   |   |
| Property                  and Equipment                                                        |   |   |   |   |
| Leasehold                  improvements                                                        |   |   | 122,591 |   |
| Furniture,                  fixtures and equipment                                             |   |   | 75,851 |   |
| Computer                  hardware, software and peripherals                                   |   |   | 166,173 |   |
| Machinery                  and shop equipment                                                  |   |   | 268,019 |   |
| Vehicles                                                                                       |   |   | 343,501 |   |
|                                                                                           |   |   | 976,135 |   |
| Less                  accumulated depreciation                                                 |   |   | (513,861 | ) |
|                                                                                           |   |   |   |   |
| Net                  property and equipment                                                    |   |   | 462,274 |   |
|                                                                                           |   |   |   |   |
| Goodwill                                                                                       |   |   | 253,088 |   |
|                                                                                           |   |   |   |   |
| TOTAL                  ASSETS                                                                  |   | $ | 2,522,869 |   |
|                                                                                           |   |   |   |   |
|                                                                                           |   |   |   |   |
| See                  accompanying notes to consolidated financial                  statements. |

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*Table          of Contents*

| **METWOOD,                  INC. AND SUBSIDIARY**                                              |
|------------------------------------------------------------------------------------------------|
| **CONSOLIDATED                  BALANCE SHEET**                                                |
| **AS                  OF DECEMBER 31, 2006**                                                   |
| **(UNAUDITED)**                                                                                |
|                                                                                           |   |   |   |
| LIABILITIES                  AND STOCKHOLDERS' EQUITY                                          |   |   |   |
|                                                                                           |   |   |   |
| Current                  Liabilities                                                           |   |   |   |
| Accounts                  payable and accrued expenses                                         |   | $ | 246,661 |   |
| Income                  taxes                                                                  |   |   | 19,163 |   |
|                                                                                           |   |   |   |   |
| Total                  current liabilities                                                     |   |   | 265,824 |   |
|                                                                                           |   |   |   |   |
| Long-term                  Liabilities                                                         |   |   |   |   |
| Deferred                  income taxes, net                                                    |   |   | 112,998 |   |
|                                                                                           |   |   |   |   |
| Total                  liabilities                                                             |   |   | 378,822 |   |
|                                                                                           |   |   |   |   |
| Stockholders'                  Equity                                                          |   |   |   |   |
| Common                  stock, $.001 par, 100,000,000 shares authorized;                       |   |   |   |   |
| 11,923,999                  shares issued and outstanding                                      |   |   | 11,924 |   |
| Common                  stock not yet issued ($.001 par, 2,150 shares)                         |   |   | 2 |   |
| Additional                  paid-in capital                                                    |   |   | 1,319,317 |   |
| Retained                  earnings                                                             |   |   | 812,804 |   |
|                                                                                           |   |   |   |   |
| Total                  stockholders' equity                                                    |   |   | 2,144,047 |   |
|                                                                                           |   |   |   |   |
| TOTAL                  LIABILITIES                                                             |   |   |   |   |
| AND                  STOCKHOLDERS' EQUITY                                                      |   | $ | 2,522,869 |   |
|                                                                                           |   |   |   |   |
|                                                                                           |   |   |   |   |
| See                  accompanying notes to consolidated financial                  statements. |

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*Table          of Contents*

| **METWOOD,                  INC. AND SUBSI****DIARY**                                               |
|-----------------------------------------------------------------------------------------------------|
| **CONSOLIDATED                  STATEMENTS OF INCOME**                                              |
| **FOR                  THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2006 AND                  2005** |
| **(UNAUDITED)**                                                                                     |
|                                                                                                |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |
|                                                                                                |   | Three                  Months Ended |   | Six                  Months Ended |   |
|                                                                                                |   | December                  31, |   | December                  31, |   |
|                                                                                                |   | 2006 |   | 2005 |   | 2006 |   | 2005 |   |
| REVENUES                                                                                            |   |   |   |   |   |   |   |   |   |
| Construction                  sales                                                                 |   | $ | 1,093,077 |   | $ | 824,759 |   | $ | 2,199,033 |   | $ | 2,026,353 |   |
| Engineering                  sales                                                                  |   |   | 42,891 |   |   | 78,838 |   |   | 87,459 |   |   | 133,042 |   |
| Gross                  sales                                                                        |   |   | 1,135,968 |   |   | 903,597 |   |   | 2,286,492 |   |   | 2,159,395 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost                  of construction sales                                                         |   |   | 512,678 |   |   | 511,457 |   |   | 1,083,354 |   |   | 1,198,802 |   |
| Cost                  of engineering sales                                                          |   |   | 52,443 |   |   | 37,293 |   |   | 98,362 |   |   | 74,949 |   |
| Gross                  cost of sales                                                                |   |   | 565,121 |   |   | 548,750 |   |   | 1,181,716 |   |   | 1,273,751 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gross                  profit                                                                       |   |   | 570,847 |   |   | 354,847 |   |   | 1,104,776 |   |   | 885,644 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ADMINISTRATIVE                  EXPENSES                                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Advertising                                                                                         |   |   | 31,032 |   |   | 54,368 |   |   | 61,546 |   |   | 123,441 |   |
| Bad                  debts                                                                          |   |   | 409 |   |   | - |   |   | 23,470 |   |   | - |   |
| Depreciation                                                                                        |   |   | 13,326 |   |   | 13,158 |   |   | 26,357 |   |   | 25,829 |   |
| Insurance                                                                                           |   |   | 24,438 |   |   | 16,967 |   |   | 43,792 |   |   | 32,953 |   |
| Payroll                  expenses                                                                   |   |   | 224,495 |   |   | 172,422 |   |   | 413,984 |   |   | 336,788 |   |
| Professional                  fees                                                                  |   |   | 7,816 |   |   | 6,262 |   |   | 30,116 |   |   | 27,232 |   |
| Rent                                                                                                |   |   | 20,700 |   |   | 18,600 |   |   | 39,300 |   |   | 37,200 |   |
| Research                  and development                                                           |   |   | - |   |   | - |   |   | 8,000 |   |   | - |   |
| Telephone                                                                                           |   |   | 10,459 |   |   | 9,749 |   |   | 19,529 |   |   | 15,838 |   |
| Travel                                                                                              |   |   | 10,024 |   |   | 12,289 |   |   | 19,833 |   |   | 18,027 |   |
| Vehicle                                                                                             |   |   | 11,148 |   |   | 11,339 |   |   | 20,220 |   |   | 14,422 |   |
| Other                                                                                               |   |   | 58,032 |   |   | 65,555 |   |   | 92,715 |   |   | 102,526 |   |
| Total                  administrative expenses                                                      |   |   | 411,879 |   |   | 380,709 |   |   | 798,862 |   |   | 734,256 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating                  income (loss)                                                            |   |   | 158,968 |   |   | (25,862 | ) |   | 305,914 |   |   | 151,388 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other                  income                                                                       |   |   | 2,848 |   |   | 10,737 |   |   | 5,925 |   |   | 9,428 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income                  (loss) before income taxes                                                  |   |   | 161,816 |   |   | (15,125 | ) |   | 311,839 |   |   | 160,816 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income                  taxes                                                                       |   |   | (62,658 | ) |   | (3,009 | ) |   | (119,007 | ) |   | (57,455 | ) |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                  income (loss)                                                                  |   | $ | 99,158 |   | $ | (18,134 | ) | $ | 192,832 |   | $ | 103,361 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic                  and diluted earnings per share                                               |   | $ | 0.01 |   |   | ** |   | $ | 0.01 |   | $ | 0.01 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted                  average number of shares                                                  |   |   | 11,923,999 |   |   | 11,885,717 |   |   | 11,916,478 |   |   | 11,883,832 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Less                  than $.01                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| See                  accompanying notes to consolidated financial                  statements.      |

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*Table          of Contents*

| **METWOOD,                  INC. AND SUBSI****DIARY**                                          |
|------------------------------------------------------------------------------------------------|
| **CONSOLIDATED                  STATEMENTS OF CASH FLOWS**                                     |
| **FOR                  THE SIX MONTHS ENDED DECEMBER 31, 2006 AND                  2005**      |
| **(UNAUDITED)**                                                                                |
|                                                                                           |   |   |   |   |   |
|                                                                                           |   | 2006 |   | 2005 |   |
| CASH                  FLOWS FROM OPERATING ACTIVITIES                                          |   |   |   |   |   |
| Net                  income                                                                    |   | $ | 192,832 |   | $ | 103,361 |   |
| Adjustments                  to reconcile net income to net cash from operating                |   |   |   |   |   |   |   |
| activities:                                                                                    |   |   |   |   |   |   |   |
| Depreciation                                                                                   |   |   | 59,425 |   |   | 50,742 |   |
| Common                  stock issued for services rendered                                     |   |   | - |   |   | 3,135 |   |
| Provision                  for deferred income taxes                                           |   |   | 5,844 |   |   | 7,976 |   |
| (Increase)                  decrease in operating assets:                                      |   |   |   |   |   |   |   |
| Accounts                  receivable                                                           |   |   | 26,438 |   |   | 124,472 |   |
| Inventory                                                                                      |   |   | (178,578 | ) |   | (114,754 | ) |
| Recoverable                  income taxes                                                      |   |   | - |   |   | 28,470 |   |
| Other                  operating assets                                                        |   |   | (18,850 | ) |   | (17,654 | ) |
| Increase                  (decrease) in operating liabilities:                                 |   |   |   |   |   |   |   |
| Accounts                  payable and accrued expenses                                         |   |   | (9,313 | ) |   | (174,889 | ) |
| Current                  income taxes payable                                                  |   |   | (42,425 | ) |   | 14,991 |   |
| Net                  cash from operating activities                                       |   |   | 35,373 |   |   | 25,850 |   |
|                                                                                           |   |   |   |   |   |   |   |
| CASH                  FLOWS USED FOR INVESTING ACTIVITIES                                      |   |   |   |   |   |   |   |
| Expenditures                  for fixed assets                                                 |   |   | (59,408 | ) |   | (75,990 | ) |
| Net                  cash used for investing activities                                        |   |   | (59,408 | ) |   | (75,990 | ) |
|                                                                                           |   |   |   |   |   |   |   |
| CASH                  FLOWS FROM FINANCING ACTIVITIES                                          |   |   |   |   |   |   |   |
| Common                  stock issued for cash                                                  |   |   | - |   |   | 3,435 |   |
| Net                  cash from financing activities                                            |   |   | - |   |   | 3,435 |   |
|                                                                                           |   |   |   |   |   |   |   |
| Net                  decrease in cash                                                          |   |   | (24,035 | ) |   | (46,705 | ) |
|                                                                                           |   |   |   |   |   |   |   |
| Cash,                  beginning of the year                                                   |   |   | 99,880 |   |   | 234,607 |   |
|                                                                                           |   |   |   |   |   |   |   |
| Cash,                  end of the period                                                       |   | $ | 75,845 |   | $ | 187,902 |   |
|                                                                                           |   |   |   |   |   |   |   |
|                                                                                           |   |   |   |   |   |   |   |
| See                  accompanying notes to consolidated financial                  statements. |

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*Table          of Contents*

| **METWOOD,                  INC. AND SUBSI****DIARY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **NOTES                  TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **DECEMBER                  31, 2006**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **(UNAUDITED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |
| NOTE                  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |
| Business                  Activity                  -                  Metwood, Inc. ("Metwood") was organized under the laws of the Commonwealth                  of Virginia on April 7, 1993. On June 30, 2000, Metwood entered                  into an                  Agreement and Plan of Reorganization in which the majority of its                  outstanding common stock was acquired by a publicly held Nevada                  shell                  corporation. The acquisition was a tax-free exchange for federal                  and state                  income tax purposes and was accounted for as a reverse merger in                  accordance with Accounting Principles Board ("APB") Opinion No.                  16. Upon                  acquisition, the name of the shell corporation was changed to Metwood,                  Inc., and Metwood, Inc., the Virginia corporation, became a wholly                  owned                  subsidiary of Metwood, Inc., the Nevada corporation. The publicly                  traded                  shell corporation had not had a material operating history for                  several                  years prior to the merger.                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |
| Effective                  January 1, 2002, Metwood acquired certain assets of Providence                  Engineering, PC ("Providence"), a professional engineering firm                  with                  customers in the same proximity as Metwood. The total purchase                  price of                  $350,000 was paid with $60,000 in cash and with 290,000 shares                  of the                  Company's common stock to the two Providence shareholders. These                  shares                  were valued at the closing active quoted market price of the stock                  at the                  effective date of the purchase, which was $1.00 per share. One                  of the                  shareholders of Providence was also an officer and existing shareholder                  of                  Metwood prior to the acquisition. In 2002 Metwood purchased from                  that                  shareholder and retired 15,000 of the originally issued 290,000                  shares for                  $15,000 and in 2004 purchased from that shareholder and retired                  the                  remaining 275,000 of the originally issued 290,000 shares for $50,000.                  The                  initial purchase transaction was accounted for under the purchase                  method                  of accounting. The purchase price was allocated as                  follows: |

| Accounts                  receivable |   | $      | 75,000  |   |
|--------------------------------------|--------|--------|---------|--------|
| Fixed                  assets        |   |   | 45,000  |   |
| Goodwill                             |   |   | 230,000 |   |
| Total                                |   | $      | 350,000 |   |

| During                  the year ended June 30, 2003, liabilities assumed at the date of                  acquisition were identified and paid. The amount of the liabilities                  paid                  was $23,088, and this amount was added to goodwill.                                                                                                                                                                                                                                                                                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |
| The                  consolidated company ("the Company") provides construction-related                  products and engineering services to residential customers and                  contractors, commercial contractors, developers and retail enterprises,                  primarily in southwestern Virginia.                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |
| Basis                  of Presentation                  -                  The financial statements include the accounts of Metwood, Inc.                  and its                  wholly owned subsidiary, Providence Engineering, PC, prepared in                  accordance with accounting principles generally accepted in the                  United                  States of America and pursuant to the rules and regulations of                  the                  Securities and Exchange Commission. All significant intercompany                  balances                  and transactions have been eliminated. |

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*Table          of Contents*

| In                  the opinion of management, the unaudited condensed consolidated                  financial                  statements contain all the adjustments necessary in order to make                  the                  financial statements not misleading. The results for the period                  ended                  December 31, 2006 are not necessarily indicative of the results                  to be                  expected for the entire fiscal year ending June 30,                  2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Fair                  Value of Financial Instruments                  -                  For certain of the Company's financial instruments, none of which                  are held                  for trading, including cash, accounts receivable, accounts payable                  and                  accrued expenses, the carrying amounts approximate fair value due                  to their                  short maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Management's                  Use of Estimates                  -                  The preparation of consolidated financial statements in conformity                  with                  accounting principles generally accepted in the United States of                  America                  requires management to make estimates and assumptions that affect                  the                  reported amounts of assets and liabilities, disclosures of contingent                  assets and liabilities at the date of consolidated financial statements,                  and the reported amounts of revenues and expenses during the reporting                  period. Actual results could differ from those                  estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Accounts                  Receivable                  -                  The Company grants credit in the form of unsecured accounts receivable                  to                  its customers based on an evaluation of their financial condition.                  The                  Company performs ongoing credit evaluations of its customers. The                  estimate                  of the allowance for doubtful accounts, which is charged off to                  bad debt                  expense, is based on management’s assessment of current economic                  conditions and historical collection experience with each customer.                  At                  December 31, 2006, the allowance for doubtful accounts was $-0-.                  Specific                  customer receivables are considered past due when they are outstanding                  beyond their contractual terms and are charged off to the allowance                  for                  doubtful accounts when determined uncollectible or directly to                  bad debt                  expense if there is no remaining allowance. For the three months                  ended                  December 31, 2006 and 2005, the amount of bad debts charged off                  was $409                  and $-0-, respectively. For the six months ended December 31, 2006                  and                  2005, the amount of bad debts charged off was $23,470 and                  $-0- |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Inventory                  -                  Inventory, consisting of metal and wood raw materials, is located                  on the                  Company's premises and is stated at the lower of cost or market                  using the                  first-in, first-out method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Property                  and equipment                  -                  Property and equipment are recorded at cost and include expenditures                  for                  improvements when they substantially increase the productive lives                  of                  existing assets. Maintenance and repair costs are expensed to operations                  as incurred. Depreciation is computed using the straight-line method                  over                  the assets' estimated useful lives, which range from three to forty                  years.                  When a fixed asset is disposed of, its cost and related accumulated                  depreciation are removed from the accounts. The difference between                  undepreciated cost and the proceeds is recorded as a gain or loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Goodwill                  -                  The Company accounts for goodwill and intangibles under SFAS No.                  142,                  “Goodwill and Other Intangible Assets.” As such, goodwill is not                  amortized, but is subject to annual impairment reviews, or more                  frequent                  reviews if events or circumstances indicate there may be an impairment.                  The Company performed its required annual goodwill impairment test                  as of                  June 30, 2006 using discounted cash flow estimates and found that                  there                  was no impairment of goodwill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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| Patents                  -                  The Company has been assigned several key product patents developed                  by                  certain Company officers. No value has been recorded in the Company's                  financial statements because the fair value of the patents was                  not                  determinable within reasonable limits at the date of                  assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Revenue                  Recognition                  -                  Revenue is recognized when goods are shipped and earned or when                  services                  are performed, provided collection of the resulting receivable                  is                  probable. If any material contingencies are present, revenue recognition                  is delayed until all material contingencies are eliminated. Further,                  no                  revenue is recognized unless collection of the applicable consideration                  is                  probable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Income                  Taxes                  -                  Income taxes are accounted for in accordance with SFAS No. 109,                  "Accounting for Income Taxes." A deferred tax asset or liability                  is                  recorded for all temporary differences between financial and tax                  reporting                  and for net operating loss carryforwards, where applicable. Deferred                  tax                  assets are reduced by a valuation allowance when, in the opinion                  of                  management, it is more likely than not that some portion or the                  entire                  deferred tax asset will not be realized. Deferred tax assets and                  liabilities are adjusted for the effect of changes in tax laws                  and rates                  on the date of enactment.                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Research                  and Development                  -                  The Company performs research and development on its metal/wood                  products,                  new product lines, and new patents. Costs, if any, are expensed                  as they                  are incurred. There were no research and development costs for                  the three                  months ended December 31, 2006 or 2005. For the six months ended                  December                  31, 2006 and 2005, the expenses relating to research and development                  were                  $8,000 and $-0-, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Earnings                  Per Common Share                  -                  Basic earnings per share amounts are based on the weighted average                  shares                  of common stock outstanding. If applicable, diluted earnings per                  share                  would assume the conversion, exercise or issuance of all potential                  common                  stock instruments such as options, warrants and convertible securities,                  unless the effect is to reduce a loss or increase earnings per                  share. This                  presentation has been adopted for the periods presented. There                  were no                  adjustments required to net income for the years presented in the                  computation of diluted earnings per share.                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| Recent Accounting Pronouncements                  -                  In July 2006, the Financial Accounting Standards Board ("FASB")                  issued                  Interpretation ("FIN") No. 48, "Uncertainty in Income Taxes." FIN                  48                  applies to all tax positions within the scope of Statement 109                  and                  clarifies when and how to recognize tax benefits in the financial                  statements with a two-step approach to recognition and measurement.                  FIN 48                  will become effective for fiscal years beginning after December                  15, 2006.                  Management continues to evaluate the effect that adoption of FIN                  48 will                  have on the Company's consolidated results of operations and financial                  position.                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |
| In                  May 2005, the FASB issued Statement of Financial Accounting Standards                  ("SFAS") No. 154, "Accounting Changes and Error Corrections" (replacing                  Accounting Principles Board Opinion ("APB") No. 20, "Accounting                  Changes,"                  and SFAS No. 3, "Reporting Accounting Changes in Interim Financial                  Statements - an Amendment of APB Opinion No. 28") which changes                  the                  requirements for the accounting for and reporting of a change in                  accounting principle. SFAS 154 requires retrospective application                  to prior                  period financial statements (to the extent practicable) of changes                  in                  accounting principle instead of recognition of the cumulative effect                  of                  the change in net income in the period of the change as required                  by APB                  No. 10. SFAS 154 also requires that a change in depreciation or                  amortization be accounted for as a change in accounting estimate                  effected                  by a change |

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| in                  accounting principle. The Company adopted SFAS 154 during the quarter                  ended September 30, 2006, and such adoption did not impact the                  Company's                  consolidated results of operations or financial                  position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |
| In                  September 2006, the FASB issued Statement No. 157, "Fair Value                  Measurements." SFAS 157 defines fair value, establishes a framework                  and                  gives guidance regarding the methods used for measuring fair value,                  and                  expands disclosures about fair value measurements. SFAS 157 is                  effective                  for financial statements issued for fiscal years beginning after                  November                  15, 2007, and interim periods within those fiscal years. The Company                  does                  not expect adoption of FASB No. 157 to have a material effect on                  its                  consolidated results of operations or financial                  position.                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |
| In                  September 2006, the SEC released Staff Accounting Bulletin ("SAB")                  No.                  108, "Considering the Effects of Prior Year Misstatements when                  Quantifying                  Misstatements in Current Year Financial Statements." SAB 108 provides                  interpretive guidance on the SEC's views regarding the process                  of                  quantifying materiality of financial statement misstatements. SAB                  108 is                  effective for fiscal years ending after November 15, 2006, with                  early                  application for the first interim period ending after November                  15, 2006.                  The Company does not believe that the application of SAB 108 will                  have a                  material effect on its consolidated results of operations or financial                  position. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |
| NOTE                  2 - EARNINGS PER SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |   |   |   |
| Net                  income (loss) and earnings per share for the three and six months                  ending                  December 31, 2006 and 2005 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |

|                                                        |   | For                  the Three Months Ended |       | For                  the Six Months Ended |   |
|-------------------------------------------------------------|--------|---------------------------------------------|------------|-------------------------------------------|--------|
|                                                        |   | December                  31,               |       | December                  31,             |   |
|                                                        |   | 2006                                        |       | 2005                                      |   | 2006 |   | 2005 |   |
| Net                  income (loss)                          |   | $                                           | 99,158     |                                      | $      | (18,134 | ) | $ | 192,832 |   | $ | 103,361 |   |
| Income                  per share - basic and fully diluted |   | $                                           | 0.01       |                                      |   | ** |   | $ | 0.01 |   | $ | 0.01 |   |
| Weighted                  average number of shares          |   |                                        | 11,923,999 |                                      |   | 11,885,717 |   |   | 11,916,478 |   |   | 11,883,832 |   |

| NOTE                  3 - SUPPLEMENTAL CASH FLOW INFORMATION                                                                                                                                  |   |   |   |   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|
|                                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |
| Supplemental                  disclosures of cash flow information for the three and six months                  ended                  December 31, 2006 and 2005 are summarized as follows: |   |   |

|                              |   | For                    the Three Months Ended |   | For                    the Six Months Ended |   |
|-----------------------------------|--------|-----------------------------------------------|--------|---------------------------------------------|--------|
|                              |   | December                    31,               |   | December                    31,             |   |
|                              |   | 2006                                          |   | 2005                                        |   | 2006 |   | 2005 |   |
| Cash                    paid for: |   |                                          |   |                                        |   |   |   |   |   |
| Income                    taxes   |   | $                                             | 96,588 |                                        | $      | - |   | $ | 155,588 |   | $ | - |   |
| Interest                          |   | $                                             | -      |                                        | $      | - |   | $ | - |   | $ | - |   |

| NOTE                  4 - RELATED-PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |
| From                  time to time, the Company contracts with a company related through                  common                  ownership for building and grounds-related maintenance services.                  There                  were no fees paid to the related company for the three and six                  months                  ended December 31, 2006 and 2005. For the three months ended December                  31,                  2006 and 2005, the Company had sales of $6,633 and $-0-, respectively,                  to                  the company referred to above. For the six months ended December                  31, 2006                  and 2005, sales were $32,131 and $-0-, respectively. As of December                  31,                  2006, the related receivables were still outstanding. See also                  Note                  7. |

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| NOTE                  5 - BANK CREDIT LINE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |
| The                  Company has available a $600,000 revolving line of credit with                  a local                  bank. The balance outstanding at December 31, 2006 was                  $-0-.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |
| NOTE                  6 - SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |   |   |
| The                  Company operates in two principal business segments: (1)                  construction-related products and (2) engineering services. Performance                  of                  each segment is evaluated based on profit or loss from operations                  before                  income taxes. These reportable segments are strategic business                  units that                  offer different products and services. Summarized revenue and expense                  information by segment for the three and six months ended December                  31,                  2006 and 2005, as excerpted from internal management reports, is                  as                  follows: |

|                                          |   |                                        |      |                                      |   |     |   |   |       |
|-----------------------------------------------|--------|---------------------------------------------|-----------|-------------------------------------------|--------|----------|--------|--------|------------|
|                                          |   | For                  the Three Months Ended |      | For                  the Six Months Ended |   |
|                                          |   | December                  31,               |      | December                  31,             |   |
| Construction:                                 |   | 2006                                        |      | 2005                                      |   | 2006     |   | 2005   |       |
| Sales                                         |   | $                                           | 1,093,077 |                                      | $      | 824,759  |   | $      | 2,199,033  |   | $ | 2,026,353 |   |
| Intersegment                  expenses        |   |                                        | (27,330   | )                                         |   | -        |   |   | (32,167    | ) |   | - |   |
| Cost                  of sales                |   |                                        | (512,678  | )                                         |   | (511,457 | )      |   | (1,083,354 | ) |   | (1,198,802 | ) |
| Corporate                  and other expenses |   |                                        | (460,604  | )                                         |   | (334,244 | )      |   | (896,687   | ) |   | (732,551 | ) |
| Segment                  income               |   | $                                           | 92,465    |                                      | $      | (20,942  | )      | $      | 186,825    |   | $ | 95,000 |   |
|                                          |   |                                        |      |                                      |   |     |   |   |       |   |   |   |   |
| Engineering:                                  |   |                                        |      |                                      |   |     |   |   |       |   |   |   |   |
| Sales                                         |   | $                                           | 42,891    |                                      | $      | 78,838   |   | $      | 87,459     |   | $ | 133,042 |   |
| Intersegment                  revenues        |   |                                        | 27,330    |                                      |   | -        |   |   | 32,167     |   |   | - |   |
| Cost                  of sales                |   |                                        | (52,443   | )                                         |   | (37,293  | )      |   | (98,362    | ) |   | (74,949 | ) |
| Corporate                  and other expenses |   |                                        | (11,085   | )                                         |   | (38,737  | )      |   | (15,257    | ) |   | (49,732 | ) |
| Segment                  income (loss)        |   | $                                           | 6,693     |                                      | $      | 2,808    |   | $      | 6,007      |   | $ | 8,361 |   |

| NOTE                  7 - OPERATING LEASE COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |
| On                  January 3, 2005, the Company entered into a ten-year commercial                  operating                  lease with a company related through common ownership. The lease                  covers                  various buildings and property which house our manufacturing plant,                  executive offices and other buildings with a monthly rental of                  $6,200                  through October 2006 and increasing to $6,550 thereafter. The lease                  expires on December 31, 2014. For the three and six months ended                  December                  31, 2006 and 2005, the Company recognized rental expense for these                  spaces                  of $19,300, $37,900, $18,600 and $37,200, respectively. The Company                  has                  also entered into a month-to-month lease effective July 2006 with                  the                  related-party company for a trailer located on the Company premises                  with a                  monthly rent of $350. For the three and six months ended December                  31,                  2006, rental expense for this property was                  $1,400. |

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| ITEM                  2 - MANAGEMENT'S DISCUSSION AND ANALYSIS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                            |                                                                     |                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------|--------------------------------------------------------------------------|---------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| *With                  the exception of historical facts stated herein, the matters discussed                  in                  this report are "forward-looking" statements that involve risks                  and                  uncertainties that could cause actual results to differ materially                  from                  projected results. Such "forward-looking" statements include, but                  are not                  necessarily limited to, statements regarding anticipated levels                  of future                  revenues and earnings from operations of the Company. Readers of                  this                  report are cautioned not to put undue reliance on "forward-looking"                  statements, which are by their nature, uncertain as reliable indicators                  of                  future performance.*                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| **Description                  of Business**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                            |                                                                     |                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                            |                                                                     |                                                                      |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| As                  discussed in detail in Note 1, the Company was incorporated under                  the laws                  of the Commonwealth of Virginia on April 7, 1993 and, on June 30,                  2000,                  entered into a reverse merger in which it became the wholly owned                  subsidiary of a public Nevada shell corporation, renamed Metwood,                  Inc.                  Effective January 1, 2002, Metwood acquired certain assets of Providence                  Engineering, PC in a transaction accounted for under the purchase                  method                  of accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| Principal                  Products/Services and Markets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                            |                                                                     |                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| *Metwood*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                            |                                                                     |                                                                      |   |   |   |   |
| Residential                  builders are aware of the superiority of steel framing vs. wood                  framing,                  insofar as steel framing is lighter; stronger; termite, pest, rot                  and fire                  resistant; and dimensionally more stable in withstanding induced                  loads.                  Although use of steel framing in residential construction has generally                  increased each year since 1980, many residential builders have                  been                  hesitant to utilize steel due to the need to retrain framers and                  subcontractors who are accustomed to a "stick-built" construction                  method                  where components are laid out and assembled with nails and screws.                  The                  Company's founders, Robert ("Mike") Callahan and Ronald Shiflett,                  saw the                  need to combine the strength and durability of steel with the convenience                  and familiarity of wood and wood fasteners. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| Metwood                  manufactures light-gage steel construction materials, usually combined                  with wood or wood fasteners, for use in residential and commercial                  applications in place of more conventional wood products, which                  are                  inferior in terms of strength and durability. The steel and steel/wood                  products allow structures to be built with increased load strength                  and                  structural integrity and fewer support beams or support configurations,                  thereby allowing for structural designs that are not possible with                  wood-only products.                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                     |                                                                      |   |   |   |   |
| Metwood's                  primary products and services are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                            |                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **·**                  Girders and headers |                                                                     | ·                  Garage, deck and porch concrete pour-over systems |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ·                  Floor joists            |                                                                     | ·                  Garage and post-and-beam buildings                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ·                  Floor joist reinforcers | ·                  Engineering, design and custom building services |                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ·                  Roof and floor trusses  |                                                                     |                                                                      |   |   |   |

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| *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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |   |   |   |
| Approximately                  90% of the Company's sales are wholesale to lumberyards, home improvement                  stores, hardware stores, and plumbing and electrical suppliers                  in Virginia                  and North Carolina, including Lowe's, Home Depot and 84 Lumber.                  The                  Company's relationships with these dealers has strengthened both                  sales                  volume and collectibility. Additionally, the Company sells directly                  to                  contractors and do-it-yourself homeowners in Virginia and North                  Carolina.                  Metwood relies primarily on its own sales force to generate sales;                  however, the Company has distributors in Virginia, New York, Oklahoma,                  Arizona, Colorado, Washington and Pennsylvania and also utilizes                  the                  salespeople of wholesale yards stocking the Company's products                  as an                  additional "sales force." Metwood intends to continue expanding                  the                  wholesale marketing of its unique products to retailers and to                  license the                  Company's technology and products to increase its distribution                  outside of                  Virginia, North Carolina and the South. |

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| Seasonality                  of Market                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The                  Company's sales can be subject to seasonal impacts, as its products                  are                  used in residential and commercial construction projects which                  tend to be                  at peak levels in Virginia and North Carolina between the months                  of March                  and October. Accordingly, the Company's sales tend to be greater                  in its                  fourth and first fiscal quarters. However, the Company is expanding                  into                  less weather-sensitive markets, such as Florida, Georgia, Arizona,                  South                  Carolina and Alabama in order to ameliorate seasonality factors.                  The                  Company builds an inventory of its products throughout the winter                  and                  spring to support its sales season.                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Competition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Nationally,                  there are over one hundred manufacturers of the types of products                  produced                  by the Company. However, the majority of these manufacturers are                  using                  wood-only products or products without metal reinforcement. Metwood                  has                  identified only one other manufacturer in the United States that                  manufactures a wood-metal floor truss similar to that of the Company.                  However, Metwood has often found that its products are the only                  ones that                  will work within many customers' design specs.                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Sources                  and Availability of Raw Materials and the Names of Principal                  Suppliers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| All                  of the raw materials used by the Company are readily available                  on the                  market from numerous suppliers. The light-gage metal used by the                  Company                  is supplied primarily by Marino-Ware, Telling Industries and Wheeling                  Corrugating Company. The Company's main sources of lumber are BlueLinx                  and                  The Contractor Yard. Gerdau Amersteel, Descosteel and Adelphia                  Metals                  provide the majority of the Company's rebar. Because of the number                  of                  suppliers available to the Company, its decisions in purchasing                  materials                  are dictated primarily by price and secondarily by availability.                  The                  Company does not anticipate a lack of supply to affect its production;                  however, a shortage might cause the Company to pass on higher materials                  prices to its buyers. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Dependence                  on One or a Few Major Customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Presently                  the Company does not have any one customer whose loss would have                  a                  substantial impact on the Company's operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Patents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| The                  Company has eight U.S. and four Canadian patents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| U.S.                  Patent No. 5,519,977, "Joist Reinforcing Bracket," a bracket that                  reinforces wooden joists with a hole for the passage of a utility                  conduit.                  The Company refers to this as its floor joist patch                  kit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| U.S.                  Patent No. 5,625,997, "Composite Beam," a composite beam that includes                  an                  elongated metal shell and a pierceable insert for receiving nails,                  screws                  or other penetrating fasteners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| U.S.                  Patent No. 5,832,691, "Composite Beam," a composite beam that includes                  an                  elongated metal shell and a pierceable insert for receiving nails,                  screws                  or other penetrating fasteners. This is a continuation-in-part                  of U.S.                  Patent No. 5,625,997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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*Table          of Contents*

| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Canadian                  Patent Nos. 101892, 101893, 101894, and 101895 for the Company's                  joist                  reinforcing bracket designs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Need                  for Government Approval of Principal Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| The                  Company's products must either be sold with an engineer's seal                  or                  applicable building code approval. Once that approval is obtained,                  the                  products can be used in all fifty states. The Company's Floor Joist                  Reinforcer received Bureau Officials Code Association ("BOCA")                  approval in                  April 2001. Currently, the Company's chief engineer has obtained                  professional licensure in several states which permit products                  not                  building code approved to be sold and used with his seal. The Company                  expects his licensure in a growing number of states to greatly                  assist in                  the uniform acceptability of its products as it expands to new                  markets. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Time                  Spent During the Last Two Fiscal Years on Research and Development                  Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Approximately                  fifteen percent of the Company's time has been spent during the                  last two                  fiscal years researching and developing its metal/wood products,                  new                  product lines, and new patents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Costs                  and Effects of Compliance with Environmental Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| The                  Company does not incur any costs to comply with environmental laws.                  It is                  an environmentally friendly business in that its products are fabricated                  from recycled steel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Number                  of Total Employees and Number of Full-Time                  Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| The                  Company had thirty-two employees at December 31, 2006, all of whom                  were                  full time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Results                  of Operations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Net                  Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| The                  Company had net income of $99,158 for the three months ended December                  31,                  2006, versus a net loss of $18,134 for the three months ended December                  31,                  2005, an increase of $117,292. The increase in net income was attributable                  both to a growth in Company sales as well as holding the line on                  materials                  costs comparing 2006 with 2005, incurring only a 3% increase for                  the three                  months ended December 31, 2006 over 2005 and and a 7% decrease                  for the                  six-month period ended December 31, 2006 versus                  2005.                                                                                                                                                                   |

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*Table          of Contents*

| Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Revenues                  were $1,135,968 for the three months ended December 31, 2006 compared                  to                  $903,597 for the same period in 2005, an increase of $232,371,                  or 26%. For                  the six-month periods ended December 31, 2006 and 2005, sales were                  $2,286,492 and $2,159,395, respectively, an increase of 6%. The                  quarterly                  increase in 2006 sales over 2005 resulted from both an increase                  in volume                  and in selling prices comparing the two periods. Gross margins                  increased                  significantly, from 39% to 50% for the three months ended December                  31,                  2006 compared to 2005 and 41% to 48% for the six months ended December                  31,                  2006 compared to the same period in 2005. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| The                  Company's significant growth in sales in its most recent quarter                  resulted                  from several factors, including increased engineering fees and                  completion                  of several large projects. Additionally, the Company experienced                  record                  sales in November, in part due to the unseasonably mild                  weather.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Total                  administrative expenses were $411,879 and $798,862 for the three                  and six                  months ended December 31, 2006, versus $380,709 and $734,256 for                  the three                  and six months ended December 31, 2005, an increase of $31,170                  (8%) and                  $64,606 (9%), respectively. Payroll expenses increased 30% and                  19% for the                  three and six-month periods in 2006 over 2005, including bonuses                  paid to                  sales staff reflecting the previously noted increase in sales volume                  for                  those periods, while other costs remained relatively constant from                  period                  to period.                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Liquidity                  and Capital Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| On                  December 31, 2006, the Company had cash of $75,845 and working                  capital of                  $2,658,246. Net cash provided by operating activities was $35,373                  for the                  six months ended December 31, 2006 compared to $25,850 for the                  six months                  ended December 31, 2005. The increased provision of cash in the                  current                  year resulted primarily from the collection of accounts receivable                  for the                  period and an increase in net income as well as a decrease in the                  payment                  of accounts payable and accrued expenses comparing 2006 to                  2005.                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Cash                  used in investing activities was $59,408 for the six months ended                  December                  31, 2006 compared to cash used of $75,990 during the same period                  in the                  prior year. Cash flows used in investing activities for the current                  period                  were for vehicles ($40,999), shop equipment ($11,497), and computers                  and                  peripherals ($3,554), and leasehold improvements                  ($3,358).                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Cash                  provided from financing activities for the six months ended December                  31,                  2006 and 2005 were $-0- and $3,435, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ITEM                  3 - CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| The                  management of Metwood, Inc. has reviewed the systems of internal                  controls                  and disclosures within the specified time frame of ninety days.                  Management                  believes that the systems in place allow for proper controls and                  disclosures of financial reporting information. There have been                  no changes                  in these controls since our last evaluation                  date.                                                                                                                                                                                                                                                                                                                                                                                                                          |

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*Table          of Contents*

| **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, 2006. |

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*Table          of Contents*

| **SIGNATURES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| In                accordance with the requirements of the Securities Exchange Act of                1934,                the registrant has duly caused this report to be signed on its behalf                by                the undersigned, thereunto duly authorized.                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Date: February                12,                2007                                                           /s/ *Robert                M. Callahan*                                                                                                                                                   |
|                                                                                               Robert M. Callahan                |
|                                                                                               Chief Executive Officer                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                               /s/ *Shawn                A. Callahan* |
|                                                                                               Shawn A.                Callahan       |
|                                                                                               Chief Financial                Officer |

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*Table          of Contents*

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

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