UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB


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

     For  the  quarterly  period  ended  September  30,  2004


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

     For  the  transition  period  from  ________  to  ________

                        Commission File Number 000-05391

                                  METWOOD, INC.
             (Exact name of registrant as specified in its charter)

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

                      819 Naff Road, Boones Mill, VA 24065
                    (Address of principal executive offices)

                                 (540) 334-4294
                          (Issuer's telephone number)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.  Yes   X  No
                                                                         ---

Number  of  shares  of  common  stock  outstanding  as  of  November  17,  2004:
12,167,499
Transitional  Small  Business  Disclosure  Format  (Check  one) Yes [   ] No [X]


                          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 September 30, 2004                1-2

         Consolidated Statements of Income for the Three Months
         Ended September 30, 2004 and 2003                                    3

         Consolidated Statements of Cash Flows for the Three Months
         Ended September 30, 2004 and 2003                                    4

         Notes to Consolidated Financial Statements                         5-9

Item  2  Management's Discussion and Analysis                             10-15

Item  3  Controls and Procedures                                             15

PART  II  -  OTHER  INFORMATION

Item  6  Exhibits and Reports on Form 8-K                                    16

Signatures                                                                   16

Index to Exhibits                                                            17

Exhibits                                                                  18-22



                          METWOOD,INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                  (UNAUDITED)
==============================================================================
                                     ASSETS
                                                                      2004
                                                                  ------------

CURRENT  ASSETS
   Cash and Cash Equivalents                                      $     63,526
   Accounts Receivable, net of allowance of $10,262                    451,529
   Inventory                                                           653,790
   Other Current Assets                                                  3,029
                                                                  ------------
      TOTAL CURRENT ASSETS                                           1,171,874
                                                                  ------------

PROPERTY  AND  EQUIPMENT
   Furniture, fixtures and euipment                                     53,649
   Computer hardware, software and peripherals                          62,414
   Machinery and shop equipment                                        286,232
   Vehicles                                                            232,336
   Buildings and improvements Land and land improvement                193,142
                                                                  ------------
                                                                     1,680,357
   Accumulated Depreciation                                           (382,652)
                                                                  ------------
      Total property and equipment                                   1,297,705
                                                                  ------------

OTHER  ASSETS
   Goodwill                                                            253,088
                                                                  ------------
   Net Other Assets                                                    253,088
                                                                  ------------
      TOTAL ASSETS                                                $  2,722,667
                                                                  ============

                                        1

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Current  Liabilities:
   Accounts Payable                                               $    186,055
   Accrued Expenses                                                     40,205
   Customer deposits                                                     5,200
   Current maturities of  long-term debt                                34,000
   Bank line of credit                                                 371,824
   Income taxes paybale                                                134,827
                                                                  ------------
      TOTAL CURRENT  LIABILITIES                                       772,112
                                                                  ------------

   Long-term debt, excluding current maturities
                                                                        81,800
   Deferred Income Taxes,net                                            86,014
                                                                  ------------
      TOTAL LONG-TERM LIABILITY                                        167,814

   Commitment

STOCKHOLDERS'  EQUITY
   Common Stock ($.001par value, 100,000,000 shares authorized:
   11,877,499  shares  issued  and  outstanding)                        11,877
   Common Stock  Subscribed but not Issued ($.001 par, 2950 shares)          3
   Additional Paid-in-Capital                                        1,304,598
   Retained Earnings                                                   466,263
                                                                  ------------
      TOTAL STOCKHOLDERS' EQUITY                                     1,782,741
                                                                  ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $  2,722,667
                                                                  ============


The  accompanying  notes  are  an  integral  part  of  the  financial statements

                                        2


<TABLE>
<CAPTION>

                                     METWOOD, INC. AND SUBSIDIARY
                                    CONSOLIDATED INCOME STATEMENTS
                        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                           (UNAUDITED)
==========================================================================================================

                                                                            Three Months Ended September 30,
                                                                                  2004            2003
                                                                              ------------    ------------
<S>                                                                           <C>             <C>

REVENUES:
   Construction sales                                                         $    922,426    $    523,148
   Engineering sales                                                               192,395          72,410
                                                                              ------------    ------------
      Gross Sales                                                                1,114,821         595,558

   Cost of construction sales                                                      495,804         301,174
   Cost of engineering sales                                                       110,218          37,478
                                                                              ------------    ------------
      Gross cost of sales                                                          606,022         338,652

      Gross Profit                                                                 508,799         256,906
                                                                              ------------    ------------

ADMINSTRATIVE  EXPENSES:
   Advertising                                                                      46,729           6,915
   Constructure/bidding data                                                         4,841               0
   Depreciation                                                                     15,535          12,637
   Dues and publications                                                             6,387               0
   Insurance                                                                        13,211           8,681
   Office expenses                                                                   6,174               0
   Payroll expenses                                                                122,411         113,726
   Professional fees                                                                24,624           5,301
   Telephone                                                                         6,611           5,714
   Travel                                                                            3,426           2,828
   Vehicle                                                                           9,466           5,907
   Other                                                                            24,735          32,616
                                                                              ------------    ------------
      Total administrative expenses                                                284,152         194,325
                                                                              ------------    ------------

OPERATING  INCOME                                                                  224,647          62,581
                                                                              ------------    ------------

OTHER INCOME (EXPENSE:)                                                             (4,200)          6,164
                                                                              ------------    ------------

      INCOME BEFORE INCOME TAX                                                     220,447          68,745
                                                                              ------------    ------------

INCOME TAXES                                                                  $     82,000    $     24,837
                                                                              ------------    ------------

      NET INCOME                                                              $    138,447    $     43,908
                                                                              ============    ============

   Basic and diluted earning per share                                                0.01              **
                                                                              ============    ============

   Weighted Average Common Shares Outstanding                                   11,872,249      12,053,245
                                                                              ============    ============

**   Less  than  .01

</TABLE>

The  accompanying  notes  are  an  integral  part  of  the  financial statements


                                        3

<TABLE>
<CAPTION>

                                  METWOOD, INC. AND SUBSIDIARY
                                    STATEMENTS OF CASH FLOWS
                        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                          (UNAUDITED)
==========================================================================================================

                                                                                  2004            2003
                                                                              ------------    ------------
<S>                                                                           <C>             <C>

CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
   Net Income                                                                 $    138,447    $     43,908
   Adjustments to reconcile net income to net cash provided
   by operating activities:
      Depreciation                                                                  29,937          23,200
      Common stock issued for services                                                   -           3,500
      Provision for deferred income taxes                                            7,000           7,768
     (Increase)  decrease  in  operating  assets:
         Accounts receivable                                                       (72,325)         70,367
         Inventory                                                                 (20,565)        (46,381)
         Prepaid expenses                                                           37,845         (11,987)
      Increase  (decrease)  in  operating  liabilities:
         Accounts payable, accrued expenses and customer deposits                 (161,797)         (4,198)
         Current income taxes payable                                               75,000          17,069
                                                                              ------------    ------------
         NET CASH PROVIDED BY OPERATING ACTIVITIES                                  33,542         103,246

CASH  FLOWS  FROM  INVESTMENT  ACTIVITIES:
   Property,  plant  and  equipment:  Purchases                                    (14,735)        (37,844)
                                                                              ------------    ------------
         NET CASH (USED IN) INVESTMENT  ACTIVITIES                                 (14,735)        (37,844)

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
   Borrowings from (repayments of) note payable                                       (892)          3,566
   Net borrowings from (repayments of) related party                                     -          12,622
   Net borrowings under line-of-credit agreement                                         -          18,200
   Common stock issued for cash                                                      7,875               -
                                                                              ------------    ------------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                                   6,983          34,388
                                                                              ------------    ------------

         NET  INCREASE  IN  CASH  AND  CASH EQUIVALENTS                             25,790          99,790

CASH  AND  CASH  EQUIVALENTS:
   Beginning of period                                                              37,736           9,482
                                                                              ------------    ------------

   End of period                                                                    63,526         109,272
                                                                              ============    ============


</TABLE>



The  accompanying  notes  are  an  integral  part  of  the  financial statements


                                        4


                          METWOOD, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                  (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. On January 15,
2004,  Metwood  purchased  from  that  shareholder  and  retired  137,500 of the
originally  issued  290,000 shares for $25,000. 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


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.  (a  Nevada  corporation)  and its wholly owned subsidiary, Metwood Inc. (a
Virginia  corporation)  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.

                                        5


In  the  opinion  of  management, the unaudited condensed consolidated financial
statements  contain all the adjustments necessary in order to make the financial
statements  not  misleading. The results for the period ended September 30, 2004
are  not  necessarily  indicative  of  the results to be expected for the entire
fiscal  year  ending  June  30,  2005.

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, and the bank lines of credit,
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 September 30, 2004, the
allowance  for  doubtful accounts was $10,262. Specific customer receivables are
considered past due when they are outstanding beyond their contractual terms and
are  charged  off  to  the  allowance  for  doubtful  accounts  when  determined
uncollectible.  For both the three months ended September 30, 2004 and 2003, the
bad  debt  expense  was  $-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  from  disposition  is  recorded  as  a  gain  or  loss.

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.


                                        6


Goodwill-  In June 2001 the Financial Accounting Standards Board ('FASB") issued
--------
Statement  of  Financial  Accounting  Standards  ("SFAS") No. 142, "Goodwill and
Other  Intangible  Assets." This statement requires that goodwill and intangible
assets  deemed to have an indefinite life not be amortized. Instead, such assets
are  to  be tested for impairment annually or immediately if conditions indicate
that  such an impairment could exist. The Company adopted the provisions of SFAS
142  beginning  July  1,  2002 and completed the transitional impairment test of
goodwill  as  of  July  1,  2002  and  again  as of June 30, 2003 and 2004 using
discounted  cash  flow  estimates  and  found  no  goodwill  impairment.

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 carry forwards, 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. For the three months ended September 30, 2004 and
2003,  the  expenses  relating  to  research and development were $-0- 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 quarters presented. There were
no adjustments required to net income for the years presented in the computation
of  diluted  earnings  per  share.

Reclassifications-  Certain  items  in  the  financial  statements for the three
-----------------
months  ended  September  30,  2003  have  been  reclassified  to conform to the
September  30,  2004  financial  statement  presentation.

Recent  Accounting  Pronouncements-  In April 2003, the FASB issued SFAS No. 149
----------------------------------
"Amendment  of  Statement 133 on Derivative Instruments and Hedging Activities."
This  statement  amends  and  clarifies  financial  accounting and reporting for
derivative  instruments,  including  certain  derivative instruments embedded in
other  contracts  (collectively  referred  to  as  derivatives)  and for hedging
activities  under FASB Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The effective date for implementation of this statement
is  for  contracts entered into or modified after June 30, 2003. The adoption of
this  statement  has  had  no  impact  on  the  Company's consolidated financial
condition  or  results  of  operations.


                                        7


In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments  with  characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as  a liability (or an asset in some circumstances). The remaining provisions of
this statement are consistent with the Board's proposal to revise the definition
of  liabilities  to encompass certain obligations that a reporting entity can or
must  settle  by  issuing  its own equity shares, depending on the nature of the
relationship  established  between  the holder and the issuer. This statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  is  effective  at the beginning of the first interim period beginning after
June  15, 2003. The adoption of this statement has had no material impact on the
Company's  consolidated  financial  condition  or  results  of  operations.

NOTE  2  -  EARNINGS  PER  SHARE

Net income and earnings per share for the three  months ended September 30, 2004
and  2003  are  as  follows:


                                                     FOR THE THREE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                       2004            2003
                                                   ------------    ------------

     Net income                                    $    138,447    $     43,908
     Income per share - basic and fully diluted            0.01              **
     Weighted average number of shares               11,872,249      12,053,245


**   Less  than  $.01


NOTE  3  -  SUPPLEMENTAL  CASH  FLOW  INFORMATION

Supplemental  disclosures  of  cash  flow information for the three months ended
September  30,  2004  and  2003  are  summarized  as  follows:

                                                     FOR THE THREE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                       2004            2003
                                                   ------------    ------------

     Cash paid for income taxes                    $          0    $          0
     Cash paid for interest                        $      6,469    $      5,592


                                        8


NOTE  4  -  RELATED-PARTY  TRANSACTIONS

For  the three months ended September 30, 2004 and 2003, we had sales of $50,288
and  $9,526  respectively,  to  our  shareholder and CEO, Robert Callahan. As of
September  30,  2004,  the  related  receivable  was  $20,667.

NOTE  5  -  BANK  CREDIT  LINE

The Company has available a $600,000 revolving line of credit with a local bank.
Interest  is  payable  monthly  on  the outstanding balance at the prime lending
rate,  which  was 4.0% as of September 30, 2004. The note is secured by accounts
receivable,  equipment,  general  intangibles,  inventory,  and  furniture  and
fixtures.  The  note  is personally guaranteed by the Company's CEO. The balance
outstanding  as  of  September  30,  2004  was  $371,824.

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  months ended September 30, 2004 and 2003, as excerpted
from  internal  management  reports,  is  as  follows:

                                                     FOR THE THREE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                       2004            2003
                                                   ------------    ------------

Construction:
-------------
     Sales                                         $    922,426    $    523,148
     Cost of sales                                     (495,804)       (301,414)
     Corporate and other expenses                      (358,102)       (186,933)
                                                   ------------    ------------
        Segment income                             $     68,520    $     34,801

Engineering:
------------
     Sales                                         $    192,395    $     72,650
     Cost of sales                                     (110,218)        (37,478)
     Corporate and other expenses                       (12,250)        (26,065)
                                                   ------------    ------------
        Segment income                             $     69,927    $      9,107


                                        9


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 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's  primary  products  and  services  are:


-    Girders  and  headers             -    Garage, deck and porch concrete
-    Floor  joists                          pour-over systems
-    Floor  joist  reinforcers         -    Garage and post-and-beam buildings
-    Roof  and  floor trusses          -    Engineering, design and custom
                                            building services

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.

                                       10

Providence
----------

Providence  is  extensively involved in ongoing product research and development
for  Metwood.  Additionally,  Providence offers its customer's 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
--------------------------------------------------

The  Company's  sales  are  primarily  retail,  directly  to  contractors  and
do-it-yourself  homeowners  in Virginia and North Carolina. Approximately 20% of
the  Company's  sales  are  wholesale  to  lumberyards, home improvement stores,
hardware  stores,  and  plumbing  and electrical suppliers in Virginia and North
Carolina.  Metwood  relies  primarily  on its own sales force to generate sales;
additionally,  however,  the  Company  has  distributors  in Virginia, New York,
Oklahoma,  Arizona  and  Colorado and also utilizes the salespeople of wholesale
yards  stocking the Company's products as an additional sales force. The Company
is  in  discussions  with  national  engineered  I-joist  manufacturers  who are
interested  in  marketing  the  Company's  products  and  expects  to  announce
affiliations  with  these  companies  in  the  near  future.  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.


                                       11

Status  of  Publicly  Announced  New  Products  or  Services
------------------------------------------------------------

The  Company  has  acquired  four  new  patents  through  assignment from Robert
Callahan  and  Ronald  Shiflett,  the  patent  holders. All four patents reflect
various modifications to the Company's Joist Reinforcing Bracket which will make
it  even  easier  for  tradesmen to insert utility conduits through wood joists.

Seasonality  of  Market
-----------------------

The Company's sales are 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  are  greater in its fourth and first fiscal
quarters.  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  Dietrich  Industries, Marino-Ware, and Consolidated Systems, Inc.
The  Company's  main  sources  of lumber are Lowe's, 84 Lumber Company and Smith
Mountain  Building  Supply.  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's  eight  U.S.  Patents  are:

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.


                                       12

U.S.  Patent  No. 5,625,997, "Composite Beam," a composite beam that includes an
elongated  metal  shell  and  a pierceable insert for receiving nails, screws or
other  penetrating  fasteners.

U.S.  Patent  No. 5,832,691, "Composite Beam," a composite beam that includes an
elongated  metal  shell  and  a pierceable insert for receiving nails, screws or
other  penetrating  fasteners. This is a continuation-in-part of U.S. Patent No.
5,625,997.

U.S.  Patent  No.  5,921,053,  "Internally  Reinforced  Girder  with  Pierceable
Nonmetal  Components," a girder that includes a pair of c-shaped members secured
together  so  as  to  form  a hollow box, which permits the girder to be secured
within  a  building  structure with conventional fasteners such as nails, screws
and  staples.

U.S.  Patent  Nos.  D472,791S;  D472,792S;  D472,793S;  and  D477,210S,  all
modifications  of  Metwood's  Joist  Reinforcing Bracket, which will be used for
repairs  of  wood  I-joists.

Each  of  these  patents  was  originally  issued  to  the inventors and Company
founders, Robert Callahan and Ronald Shiflett, who licensed these patents to the
Company.

Need  for  Government  Approval  of  Principal  Products
--------------------------------------------------------

The Company's products must either be sold with an engineer's seal or applicable
building code approval. Once that approval is obtained, the products can be used
in  all  fifty  states.  The  Company's  Floor  Joist Reinforcer received Bureau
Officials  Code  Association  ("BOCA")  approval  in  April 2001. Currently, the
Company's  chief  engineer has obtained professional licensure in several states
which  permit  products  not building code approved to be sold and used with his
seal. The Company expects his licensure in a growing number of states to greatly
assist  in  the  uniform  acceptability  of  its  products  as it expands to new
markets.

Time  Spent  During  the  Last  Two  Fiscal  Years  on  Research and Development
--------------------------------------------------------------------------------
Activities
----------

Approximately  fifteen  percent  of  the  Company's time and resources have been
spent during the last two fiscal years researching and developing its metal/wood
products,  new  product  lines,  and  new  patents.

Costs  and  Effects  of  Compliance  with  Environmental  Laws
--------------------------------------------------------------

The Company does not incur any costs to comply with environmental laws. It is an
environmentally  friendly  business  in  that  its  products are fabricated from
recycled  steel.

Number  of  Total  Employees  and  Number  of  Full-Time  Employees
-------------------------------------------------------------------

The  Company had twenty-one employees at September 30, 2004, twenty of whom were
full  time.


                                       13

Results  of  Operations

Net  Income
-----------

The  Company had net income of $138,447 for the three months ended September 30,
2004,  versus  net  income  of  $43,908 for the three months ended September 30,
2003.  This represents an increase in net income of $94,539 for the three months
ended  September  30,  2004.  The  increase  in net income for the quarter ended
September  30,  2004 over 2003 resulted from gross sales, which increased by 87%
to  $1,114,821  from  $595,558 for the three months in 2004 compared to 2003 and
fairly  constant  administrative  expenses.

Revenues
--------

Gross  sales  were  $1,114,821  for  the  three  months ended September 30, 2004
compared  to  $595,558  for the same period in 2003, an increase of $519,263, or
87%.  These  increases  resulted  from a combination of greater sales volume, an
average  increase  of  20%  in  selling  prices  and  materials  costs decrease.
The  Company's  significant growth in 2004 sales over 2003 resulted from several
factors,  all of which will continue to have a positive impact on sales into the
future.  Awareness  of  the  Company's  products  has  increased  as a result of
aggressive  marketing  campaigns,  and  its  patented,  innovative  products are
becoming  known throughout the country. The Company's customer base continues to
grow  as  a  result.  Additionally,  new  products  using  the technology of the
Company's  four  newly  issued  patents began production at the beginning of the
current  fiscal  year  and  contributed  to the growth in revenues for the three
months  ending  September  30,  2004.


                                       14

Expenses
--------

Total  administrative expenses were $284,152 for the quarter ended September 30,
2004,  versus  $194,325 for the quarter ended September 30, 2003, an increase of
$89,827 (46%). Areas of particular increase for the three months ended September
30,  2004  over  2003 were advertising (676%), professional fees (464%), vehicle
expense  (61%)  and  depreciation  (23%).  Advertising  and  professional  fees
increased  as  we attended more trade shows, ran more advertisements in industry
trade  magazines and incurred more trade show fees in order to increase in sales
as  mentioned above. Professional fees also increased due to increased audit and
compliance  fees,  including  Sarbanes-Oxley  compliance,  in  maintaining  our
publicly  traded  status.

Liquidity  and  Capital  Reserves
---------------------------------

On  September  30,  2004, the Company had cash of $63,526 and working capital of
$399,763.  Net  cash  provided by operating activities was $33,542 for the three
months  ended  September  30,  2004  compared  to net cash provided by operating
activities of $103,246 for the three months ended September 30, 2003. The lesser
provision  of  cash  in  the current year resulted primarily from  a decrease in
account  payable, accrued expenses and customer deposits that required a current
cash  outlay.

Net  cash  used  in  investing activities was $14,735 for the three months ended
September  30,  2004 compared to net cash used of $37,844 during the same period
in  the  prior  year.  Cash  flows  used in investing activities for the current
period  were for shop equipment, office equipment, computers, software ($4,991),
vehicles  (9,744).

Cash  provided  from  financing  activities  totaled $6,983 for the three months
ended  September  30,  2004 as compared to $34,388 provided for the three months
ended  September  30,  2003.  During  the  period  ended September 30, 2004, the
Company  issued  15,750  unregistered  and restricted common shares of stock for
$7,875  to  unrelated  individuals.

ITEM  3  -  CONTROLS  AND  PROCEDURES

Quarterly  Evaluation  of  Controls

     As  of  the  end  of  the  period  covered by this quarterly report on Form
10-QSB,  we  evaluated  the effectiveness of the design and operation of (i) our
disclosure  controls  and  procedures  ("Disclosure  Controls"),  and  (ii)  our
internal control over financial reporting ("Internal Controls"). This evaluation
("Evaluation")  was performed by our Chief Executive Officer, Robert M. Callahan
("CEO")  and  Shawn  Callahan,  our Chief Financial Officer. In this section, we
present  the  conclusions  of our CEO and CFO based on and as of the date of the
Evaluation,  (i)  with  respect to the effectiveness of our Disclosure Controls,
and  (ii)  with  respect  to  any  change in our Internal Controls that occurred
during  the  most  recent  fiscal  quarter  that  has materially affected, or is
reasonably  likely  to  materially  affect  our  Internal  Controls.

CEO  and  CFO  Certifications

     Attached  to  this  annual  report,  as Exhibits 31.1 and 31.2, are certain
certifications  of  the  CEO  and CFO, which are required in accordance with the
Exchange  Act  and  the  Commission's rules implementing such section (the "Rule
13a-14(a)/15d-14(a) Certifications"). This section of the annual report contains
the  information  concerning  the  Evaluation  referred  to  in  the  Rule
13a-14(a)/15d-14(a)  Certifications.  This  information  should  be  read  in
conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete
understanding  of  the  topic  presented.

Disclosure  Controls  and  Internal  Controls

     Disclosure  Controls are procedures designed with the objective of ensuring
that  information  required  to  be  disclosed  in  our  reports  filed with the
Commission  under  the  Exchange  Act,  such as this annual report, is recorded,
processed,  summarized  and  reported  within  the  time period specified in the
Commission's  rules  and  forms.  Disclosure Controls are also designed with the
objective  of ensuring that material information relating to the Company is made
known  to the CEO and the CFO by others, particularly during the period in which
the  applicable report is being prepared.  Internal Controls, on the other hand,
are  procedures  which  are  designed with the objective of providing reasonable
assurance  that (i) our transactions are properly authorized, (ii) the Company's
assets  are  safeguarded  against  unauthorized  or  improper use, and (iii) our
transactions  are  properly recorded and reported, all to permit the preparation
of  complete  and  accurate  financial  statements in conformity with accounting
principals  generally  accepted  in  the  United  States.

Limitations  on  the  Effectiveness  of  Controls

     Our management does not expect that our Disclosure Controls or our Internal
Controls  will  prevent all error and all fraud. A control system, no matter how
well  developed  and  operated,  can  provide  only reasonable, but not absolute
assurance that the objectives of the control system are met. Further, the design
of the control system must reflect the fact that there are resource constraints,
and  the  benefits  of  controls  must  be  considered  relative to their costs.
Because  of  the  inherent  limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances so
of  fraud,  if  any,  within  the  Company  have  been  detected. These inherent
limitations  include  the  realities  that  judgments in decision -making can be
faulty,  and  that  breakdowns  can  occur  because  of simple error or mistake.
Additionally,  controls  can  be  circumvented  by  the  individual acts of some
persons,  by  collusion  of two or more people, or by management override of the
control.  The  design of a system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that  any  design  will  succeed  in  achieving  its stated objectives under all
potential future conditions. Over time, control may become inadequate because of
changes  in conditions, or because the degree of compliance with the policies or
procedures  may  deteriorate.  Because  of  the  inherent  limitations  in  a
cost-effective control system, misstatements due to error or fraud may occur and
not  be  detected.

Scope  of  the  Evaluation

     The  CEO  and  CFO's  evaluation  of  our  Disclosure Controls and Internal
Controls  included  a review of the controls' (i) objectives, (ii) design, (iii)
implementation, and (iv) the effect of the controls on the information generated
for use in this annual report.  In the course of the Evaluation, the CEO and CFO
sought to identify data errors, control problems, acts of fraud, and they sought
to  confirm  that appropriate corrective action, including process improvements,
was  being  undertaken.  This type of evaluation is done on a quarterly basis so
that  the  conclusions  concerning  the  effectiveness  of  our  controls can be
reported  in  our  quarterly  reports  on Form 10-QSB and annual reports on Form
10-KSB.  The overall goals of these various evaluation activities are to monitor
our  Disclosure Controls and our Internal Controls, and to make modifications if
and  as  necessary.  Our  external  auditors  also  review  Internal Controls in
connection  with their audit and review activities. Our intent in this regard is
that  the  Disclosure  Controls  and the Internal Controls will be maintained as
dynamic  systems  that  change  (including  improvements  and  corrections)  as
conditions  warrant.

     Among other matters, we sought in our Evaluation to determine whether there
were  any  significant  deficiencies  or  material  weaknesses  in  our Internal
Controls, which are reasonably likely to adversely affect our ability to record,
process,  summarize  and  report  financial  information,  or  whether  we  had
identified  any  acts of fraud, whether or not material, involving management or
other  employees  who  have  a  significant  role in our Internal Controls. This
information  was  important  for both the Evaluation, generally, and because the
Rule  13a-14(a)/15d-14(a)  Certifications,  Item 5, require that the CEO and CFO
disclose that information to our Board (audit committee), and to our independent
auditors, and to report on related matters in this section of the annual report.
In the professional auditing literature, "significant deficiencies" are referred
to  as  "reportable  conditions".  These  are  control  issues  that  could have
significant  adverse  affect  on  the  ability to record, process, summarize and
report  financial  data  in  the  financial statements. A "material weakness" is
defined  in  the  auditing  literature  as  a  particularly  serious  reportable
condition where the internal control does not reduce, to a relatively low level,
the  risk  that  misstatement  cause by error or fraud may occur in amounts that
would  be  material  in relation to the financial statements and not be detected
within  a  timely  period  by  employee in the normal course of performing their
assigned  functions.  We  also sought to deal with other controls matters in the
Evaluation,  and  in  each case, if a problem was identified; we considered what
revisions,  improvements  and/or  corrections  to  make  in  accordance with our
ongoing  procedures.

Conclusions

     Based  upon  the Evaluation, the Company's CEO and CFO have concluded that,
subject to the limitations noted above, our Disclosure Controls are effective to
ensure  that  material  information  relating  to  the  Company is made known to
management,  including  the CEO and CFO, particularly during the period when our
periodic  reports  are  being  prepared,  and  that  our  Internal  Controls are
effective  to  provide  reasonable  assurance  that our financial statements are
fairly  presented  inconformity with accounting principals generally accepted in
the  United  States.  Additionally,  there  has  been  no change in our Internal
Controls that occurred during our most recent fiscal quarter that has materially
affected,  or  is  reasonably  likely  to  affect,  our  Internal  Controls.

ITEM  4  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

We  do  not  have  any material risk with respect to changes in foreign currency
exchange  rates, commodities prices or interest rates. We do not believe that we
have  any  other relevant market risk with respect to the categories intended to
be  discussed  in  this  item  of  this  report.


                                       15


PART  II  -  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS

None.

ITEM  2  -  CHANGES  IN  SECURITIES

During  the  three  months  ended  September 30, 2004, the Company issued 15,750
unregistered  and  restricted  common  shares of stock to unrelated individuals.

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES

None.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

During  the  three months ended September 30, 2004, the majority of the security
holders voted to issue 15,750 unregistered and restricted common shares of stock
to  unrelated  individuals.

ITEM  5  -  OTHER  INFORMATION

None.

ITEM  6  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

     See  index  to  exhibits.

(b)  Reports  on  Form  8-K

     Registrant's  Annual Report on Form 10-KSB for the year ended June 30, 2004
is  incorporated  by  reference  herein.

     An  8-K  was  filed  on  November  12,  2004  for  a Change in Registrant's
Certifying  Accountant,  as  incorporated  by  reference  herein.


                                       16

                                   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.



                                           /s/  Robert  M.  Callahan
                                           -----------------------
                                           Robert  M.  Callahan
Date:  November  17,  2004                 Chief  Executive  Officer



                                           /s/  Shawn  Callahan
                                           -----------------------
                                           Shawn  Callahan
                                           Chief  Financial  Officer



                                INDEX TO EXHIBITS


NUMBER         DESCRIPTION  OF  EXHIBIT
------         ------------------------

3(i)*          Articles  of  Incorporation

3(ii)*         By-Laws


31.1           Certification  of  Chief Executive Officer Pursuant to Securities
               Exchange  Act  Rules  13a-14  and  15d-14  as Adopted Pursuant to
               Section  302  of  the  Sarbanes-Oxley  Act  of  2002


31.2           Certification  of  Chief Financial Officer Pursuant to Securities
               Exchange  Act  Rules  13a-14  and  15d-14  as Adopted Pursuant to
               Section  302  of  the  Sarbanes-Oxley  Act  of  2002


32             Certifications  Pursuant to Section 906 of the Sarbanes-Oxley Act
               of  2002  (18  U.S.C.  1350)

*    incorporated  by  reference