U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB




[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  for  the  quarterly  period  ended  March  31,  2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  for  the  transition  period  from  _______  to  _______

COMMISSION FILE NUMBER 0-05391
------------------------------

                                  METWOOD, INC.
                                  -------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                                         83-0210365
          ------                                         ----------
(State or other jurisdiction of                     (IRS Employer identification
incorporation or organization)                              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 Section13
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
May 12, 2001: 11,931,883




<PAGE 1>




<TABLE>
<CAPTION>


                           METWOOD, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                     AS OF MARCH 31, 2001 AND JUNE 30, 2000


                                      (Unaudited)
ASSETS                               March 31, 2001    June 30, 2000
----------------------------------
<S>                                 <C>               <C>
CURRENT ASSETS:
----------------------------------
Cash and cash equivalents. . . . .  $        13,829   $       91,598
Accounts receivable. . . . . . . .          218,049          104,171
Inventory. . . . . . . . . . . . .          152,461           84,741
Accrued interest receivable. . . .            4,500            4,500
TOTAL CURRENT ASSETS . . . . . . .          388,839          285,010
                                    ----------------  ---------------

PROPERTY, PLANT, AND EQUIPMENT:
----------------------------------
Land . . . . . . . . . . . . . . .           88,000           88,000
Buildings and improvements . . . .          631,536          309,056
Machinery and equipment. . . . . .          267,419          193,685
Accumulated depreciation . . . . .         (113,032)         (83,032)
NET PROPERTY, PLANT, AND EQUIPMENT          873,923          507,709
                                    ----------------  ---------------

OTHER ASSETS:
----------------------------------
Notes receivable from stockholders              -0-          300,000
Deposits . . . . . . . . . . . . .              -0-            8,250
TOTAL OTHER ASSETS . . . . . . . .               0           308,250
                                    ----------------  ---------------

TOTAL ASSETS . . . . . . . . . . .  $     1,262,762   $    1,100,969
                                    ================  ===============
</TABLE>












                 See accompanying notes to financial statements
<Page 2>


<TABLE>
<CAPTION>


                                    METWOOD, INC. & SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS (CONTINUED)
                              AS OF MARCH 31, 2001 AND JUNE 30, 2000


                                                                  (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY                             March 31, 2001    June 30, 2000
--------------------------------------------------------------
<S>                                                             <C>               <C>
CURRENT LIABILITIES
--------------------------------------------------------------
Accounts payable and accrued expenses. . . . . . . . . . . . .  $        126,055  $       87,553
Bank line of credit. . . . . . . . . . . . . . . . . . . . . .            50,000             -0-
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . .           176,055          87,553

STOCKHOLDERS' EQUITY
--------------------------------------------------------------
Common stock ($.001 par value, 100,000,000 shares authorized;
 11,931,883 and 8,153,499 issued and outstanding at March 31,
 2001 and June 30, 2000, respectively) . . . . . . . . . . . .            11,931           8,153
Common stock subscribed not yet delivered ($.001, par value,
 -0- and 3,200,000 subscribed at March 31, 2001 and June 30,
 2000, respectively) . . . . . . . . . . . . . . . . . . . . .               -0-           3,200
Additional paid in capital . . . . . . . . . . . . . . . . . .         1,062,348       1,015,797
Retained earnings (deficit). . . . . . . . . . . . . . . . . .            12,428         (13,734)
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . .         1,086,707       1,013,416
                                                                ----------------  ---------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . .  $      1,262,762  $    1,100,969
                                                                ================  ===============
</TABLE>

















                 See accompanying notes to financial statements
                 ----------------------------------------------
<Page 3>





<TABLE>
<CAPTION>


                                       METWOOD, INC. & SUBSIDIARY
                              CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                       FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2001 AND 2000


                                       Three             Three              Nine              Nine
                                    Months Ended      Months Ended      Months Ended      Months Ended
<S>                               <C>               <C>               <C>               <C>
                                  March 31, 2001    March 31, 2000    March 31, 2001    March 31, 2000
REVENUES:
--------------------------------
Sales. . . . . . . . . . . . . .  $       394,559   $       405,020   $     1,180,334   $     1,102,828
Cost of Sales. . . . . . . . . .         (216,029)         (216,446)         (673,629)         (622,093)
GROSS PROFIT . . . . . . . . . .          178,530           188,574           506,705           480,735
                                  ----------------  ----------------  ----------------  ----------------

EXPENSES:
--------------------------------
Salaries and wages . . . . . . .           69,183            53,404           201,375           146,460
Payroll taxes. . . . . . . . . .           10,129             7,896            28,861            21,216
Consulting . . . . . . . . . . .           46,500               -0-            46,500            35,956
Rent . . . . . . . . . . . . . .              -0-             4,350               850            17,050
Utilities. . . . . . . . . . . .            8,167               462            18,955             1,455
Telephone. . . . . . . . . . . .            1,824             3,005             8,408             9,342
Depreciation . . . . . . . . . .           12,000             9,000            30,000            37,708
Supplies . . . . . . . . . . . .           32,973            15,039            70,037            47,423
Repairs & maintenance. . . . . .           13,294             4,390            35,162            18,167
Advertising. . . . . . . . . . .            6,407            14,812            38,272            27,751
Employee benefit programs. . . .            4,633             4,468            16,027             8,668
Insurance. . . . . . . . . . . .            6,583             3,406            21,862            11,993
Professional fees. . . . . . . .            6,432            36,863            19,266            38,401
Miscellaneous expenses . . . . .              900               128             1,842             1,293
Vehicle expenses . . . . . . . .              845               452             4,201             1,322
TOTAL EXPENSES . . . . . . . . .          219,870           157,675           541,618           424,205
                                  ----------------  ----------------  ----------------  ----------------

OPERATING
INCOME (LOSS). . . . . . . . . .  $       (41,340)  $        30,899   $       (34,913)  $        56,530

Other Income . . . . . . . . . .            9,172             2,310            61,075             8,603

NET INCOME (LOSS). . . . . . . .  $       (32,168)  $        33,209   $        26,162   $        65,133

  Net Income (Loss) per Share -
  basic and fully diluted. . . .  $            **   $            **   $            **   $            **
  Weighted Average Shares. . . .       11,865,883         8,201,000        11,577,216         8,201,000
                                  ================  ================  ================  ================

** Less than $.01
</TABLE>



                 See accompanying notes to financial statements
                 ----------------------------------------------
<Page 4>


<TABLE>
<CAPTION>


                                      METWOOD, INC. & SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                          FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000


                                                                                  2001        2000
<S>                                                                            <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
-----------------------------------------------------------------------------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  26,162   $  65,133
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     30,000      37,708
Common stock issued for rounding of
fractional shares under stick split . . . . . . . . . . . . . . . . . . . . .         79         -0-
Common stock issued for services. . . . . . . . . . . . . . . . . . . . . . .     47,050         -0-
(Increase) decrease in operating assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (113,878)   (112,224)
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (67,720)       (128)
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8,250      (6,612)
Increase in accounts payable and accrued expenses . . . . . . . . . . . . . .     38,502       2,700
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . .    (31,555)    (13,423)
                                                                               ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
-----------------------------------------------------------------------------
Expenditures for building improvements. . . . . . . . . . . . . . . . . . . .    (22,480)        -0-
Expenditures for equipment. . . . . . . . . . . . . . . . . . . . . . . . . .    (73,734)    (53,069)
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . . .    (96,214)    (53,069)
                                                                               ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
-----------------------------------------------------------------------------
Common stock issuances. . . . . . . . . . . . . . . . . . . . . . . . . . . .        -0-     613,927
Proceeds from bank line of credit . . . . . . . . . . . . . . . . . . . . . .     50,000         -0-
Shareholder distributions . . . . . . . . . . . . . . . . . . . . . . . . . .        -0-    (131,000)
Shareholder loans, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .        -0-     (83,308)
NET CASH PROVIDED  BY FINANCING
ACTIVITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     50,000     399,619
                                                                               ----------

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . .    (77,769)    333,127

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . .     91,598      89,998

END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  13,829   $ 423,125

SUPPLEMENTARY CASH FLOW
-----------------------------------------------------------------------------
INFORMATION OF NON-CASH FINANCING:
-----------------------------------------------------------------------------
Common stock issued for services. . . . . . . . . . . . . . . . . . . . . . .  $  47,050   $     -0-

Conversion of stockholder note receivable  into building improvements . . . .  $ 300,000   $     -0-
</TABLE>



                 See accompanying notes to financial statements
                 ----------------------------------------------
<Page 5>


                          METWOOD, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           March 31, 2001 (UNAUDITED)


ITEM 1.
-------

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and Exchange Commission. Accordingly, they do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.

In  the  opinion  of  management, the unaudited condensed consolidated financial
statements  contain all adjustments consisting only of normal recurring accruals
considered necessary to present fairly the Company's financial position at March
31,  2001,  the results of operations for the three and nine month periods ended
March 31, 2000 and 2001, and cash flows for the nine months ended March 31, 2000
and  2001.  The results for the period ended March 31, 2001, are not necessarily
indicative  of the results to be expected for the entire fiscal year ending June
30,  2001.

NOTE  2  -  EARNINGS  (LOSS)  PER  SHARE

The  following  represents  the  calculation  of  earnings  per  share:

                        For the three months ended  For the nine months ended
                                   March 31,                   March 31,
BASIC  &  DILUTED*            2001          2000          2001          2000
------------------          ------          ----          ----          ----

Net  income (loss)         $ (32,168)     $ 33,209       $26,162     $65,133

Less- preferred stock dividends   --            --            --          --
                         -------------    ------------   ---------- --------
Net income (loss)          $ (32,168)     $ 33,209       $26,162     $65,133
Weighted average number
of common shares          11,865,883     8,201,000     11,577,216  8,201,000
                         -------------    ------------   ---------  --------
Basic & diluted earnings per share
                           $     **     $     **     $      **     $      **
                           ========     ========     ========      ========

*There were no common stock equivalents for either period presented.
** Less than $.01



<PAGE 6>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION
--------

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. The
Company  disclaims  any  intent  or obligation to publicly update these "forward
looking"  statements,  whether as a result of new information, future events, or
otherwise.

DESCRIPTION  OF  BUSINESS
-------------------------

Business Development
--------------------

The  Company was incorporated under the laws of the State of Wyoming on June 19,
1969.  Following  an  involuntary  dissolution  for  failure  to  file an annual
report, the Company was reinstated as a Wyoming Corporation on October 14, 1999.
Thereafter,  on  January  28,  2000, the Company, through a majority shareholder
vote, changed its domicile to Nevada through a merger with EMC Energies, Inc., a
Nevada corporation.  The Plan of Merger provided for the dissenting shareholders
to be paid the amount, if any, to which they would be entitled under the Wyoming
Corporation Statutes with respect to the rights of dissenting shareholders.  The
Company  also changed its par value to $.001 and the amount of authorized common
stock  to  100,000,000.

Prior  to  1990,  the  Company  was engaged in the business of exploring for and
producing  oil  and  gas  in  the  Rocky Mountain and Mid-Continent areas of the
United  States.  The Company liquidated substantially all of its assets in 1990,
and  was  dormant  until  June 30, 2000, when it acquired, in a stock-for-stock,
tax-free  exchange,  all  of  the  outstanding  common stock of a privately held
Virginia  corporation,  Metwood, Inc., which was incorporated in 1993.  See Form
8-K and attached exhibits, filed August 11, 2000.  Metwood has been in the metal
and  metal/wood  construction  materials  manufacturing  business  since  1992.
Following the acquisition, the Company approved a name change from EMC Energies,
Inc.  to  Metwood,  Inc.

Principal Products or Services and Markets
------------------------------------------

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  to  withstand 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.



<PAGE 7>

The  Company  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.

Its primary products and services are:

     Girders and headers;
     Floor joists;
     Floor joist patch kits
     Roof and floor trusses;
     Garage, deck and porch kits
     Garage and post and beam buildings
     Engineering, design and custom building services

 Distribution methods of the products or 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.  The  Company  relies  on  its  own sales force for all outside sales.

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 a higher
building  rate  in  Virginia  and North Carolina between the months of March and
October.  Accordingly,  the  Company's sales are greater in its second and third
quarters.  The Company builds an inventory of its products throughout the winter
and  spring  to  support  this  sales  season.

Competition
-----------

Nationally,  there  are  over one hundred manufacturers of the types of products
produced  by  the  Company.  Approximately  10%  of  these manufacturers capture
approximately  80% of the market for these products.  In addition, most of these
manufacturers  are better financed than the Company, and therefore better poised
for  market  retention  and  expansion.  The  majority  of  these manufacturers,
however,  are using wood-only products, or products without metal reinforcement.
The  Company has identified only one other manufacturer in the western U.S. that
manufacturers  a  similar  wood-metal  floor  truss to that of the Company.  The
Company holds four separate patents on its products (see Patents section, below)
that  are unique only to the Company.  The Company intends to continue to expand
its  wholesale  marketing  of its unique products to companies such as Lowes and
Home  Depot,  and  to license the Company's technology and products, to increase
its  distribution  outside  of  Virginia,  North  Carolina  and  the  South.


<PAGE 8>

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.  The Company's main source of lumber is Loews
and  84  Lumber  Company.  Delphia Metals supplies the majority of the Company's
rebar  supply.  Because of the number of suppliers available to the Company, its
decision in purchasing materials is dictated primarily by price, and secondarily
by  availability.  The  Company  does  not  anticipate  a lack of supply to ever
effect  its  production,  but rather a shortage may 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 a customer, the loss of which would have a
substantial  impact  on  the  Company's operations.  As the Company continues to
expand  its  wholesale  sales  to  purchasers  such  as  Loews and Home Depot, a
substantial  impact  would  be  more  likely  should  such  a  customer be lost.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or
-----------------------------------------------------------------------------
labor contracts, including duration
-----------------------------------

     The Company has four U.S. Patents:

     U.S.  Patent  No.  5,519,977, Joist Reinforcing Bracket, for a bracket that
reinforces  wooden  joists  provided  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,  for  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,  for  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,  for 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.

     Each  of  these  patents was originally issued to the inventors and Company
founders,  Robert  (Mike)  Callahan  and  Ronald B. Shiflett, who assigned these
patents  to  the  Company.

Need for any government approval of principal products or services
------------------------------------------------------------------

The  Company's  products  must either be sold with their engineer's seal or they
must  be  approved  by  Bureau  Officials  Code  Association  (BOCA).  Once BOCA
approval  is  obtained,  the  products  can  be  used
<PAGE 9>

recognized  for  approval in all 50 states.  The Company's floor joist patch kit
received  BOCA  approval  during  April  of  2001.  The  Company expects this to
greatly  assist  in  the  uniform  acceptability of the Company's 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 metal/wood
products.

Costs and effects of compliance with environmental laws
-------------------------------------------------------

None; not applicable.

Number of total employees and number of full time employees
-----------------------------------------------------------

The Company has approximately twenty-one employees, all of which are full-time.

RESULTS  OF  OPERATIONS
-----------------------
Net  Income

The Company had a net loss of $32,168 for the three months ended March 31, 2001,
versus  net  income  of  $33,209  for  the  same  period ended March 31, 2000, a
decrease  of  $65,377. The Company had net income of $26,162 for the nine months
ended  March  31,  2001,  versus net income of $65,133 for the same period ended
March  31,  2000,  an  decrease  of  $38,971.  The change in net income for both
periods was primarily attributable to an increase in operating expenses from the
Company's  expansion  in  manufacturing.

Sales

Revenues  were  $394,559  for  the  three  months  ended  March 31, 2001, versus
$405,020  for  the  three  months ended March 31, 2000, a decrease of $10,461 or
2.5%.  Revenues were $1,180,334 for the nine months ended March 31, 2001, versus
$1,102,828  for  the same period ended March 31, 2000, an increase of $77,506 or
7%.  The  increase  in  sales for the first nine months was primarily due to the
Company's  aggressive  marketing  campaign  and  growing  brand  awareness.  The
decrease  in  sales  in  our  third  quarter  was  primarily  due  to  seasonal
fluctuations in demand. Average selling prices and gross margins remained fairly
constant.

Expenses

Total  expenses  were $219,870 for the three months ended March 31, 2001, versus
$157,675  for  the three months ending March 31, 2000, an increase of $62,195 or
39%.  Total  expenses  were  $541,618  for the nine months ended March 31, 2001,
versus $424,205 for the nine months ended March 31, 2000, an increase of $90,413
or  21%.  The most notable differences were in the salaries and wages, supplies,
advertising,  and  insurance accounts, which increased $54,915, $22,614, $10,521
and  $9,869,  respectively  due  to  the  Company's current aggressive marketing
campaign  and increase in manufacturing operations. Increases were also noted in
utilities  and  repairs  and  maintenance due to the Company operating out of it
newly  renovated,  'owned'  facility  in  Boones  Mill,  VA.
<PAGE 10>
This was somewhat offset by a decrease in rent expense of $16,200 as compared to
the  same  nine  period  during  2000.  The Company also had $47,050 in non-cash
expenses  in  connection  with  stock  issued  to various consultants during the
quarter  to  assist  the  Company  in  its  growth  strategy.

Liquidity  and  Capital  Resources

On  March  31,  2001,  the  Company  had  cash of $13,829 and working capital of
$212,784. This compares with cash of $423,125 and working capital of $599,146 at
March  31,  2000.  The  decrease  in  working  capital was due to an increase in
equipment and building purchases and a decrease in accounts receivable, somewhat
offset  by  the  increase  in  inventory.

Net  cash  used  in  operating  activities was $31,555 for the nine months ended
March 31, 2001 as compared with net cash used in operating activities of $13,423
for  the  nine  months  ended  March  31,  2000.  The  difference  was primarily
attributable  to  an  increase  in  inventory  offset by an increase in accounts
payable  of  $67,592  and  $35,802,  respectively.

Net  cash  used  in  investing  activities was $96,214 for the nine months ended
March  31, 2001 as compared with net cash used of $53,069 during the same period
ended  March  31, 2000. The Company purchased several items of new equipment and
made capital improvements to its building during the nine months ended March 31,
2001.

Cash  provided by financing activities totaled $50,000 for the nine months ended
March  31,  2001  as  compared with net cash provided by financing activities of
$399,619  for  the  nine  months  ended  March  31, 2000. The difference in cash
provided  by financing activities was primarily due to partial proceeds from the
private Regulation D stock offering completed during the nine months ended March
31,  2000  in  the  amount  of $613,927. This was somewhat offset by shareholder
distributions  during  the  same  period  in  2000.

PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None.
<PAGE 11>

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits
-----------

None.


b) Reports on Form 8-K
----------------------

1.     Form  8-K was filed on August 11, 2000 regarding the change in control of
the  registrant  and  election of new board of directors pursuant to its plan of
reorganization.  Such  plan  is  described  in  the  Company's Form 10-KSB filed
October  6,  2000  and  incorporated  by  reference  in  this  10-QSB.



                                   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 'Mike' Callahan
                              --------------------------
Date:  May 12, 2001           Robert 'Mike' Callahan
                              Chief Executive Officer

















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