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  December  31,  2000

[ ]     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
February  12,  2001:  11,832,883




<PAGE 1>




<TABLE>
<CAPTION>

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


                                      (Unaudited)
ASSETS                               Dec. 31, 2000    June 30, 2000
----------------------------------
<S>                                 <C>              <C>
CURRENT ASSETS:
----------------------------------
Cash and cash equivalents. . . . .  $        4,822   $       91,598
Accounts receivable. . . . . . . .         156,307          104,171
Inventory. . . . . . . . . . . . .         119,159           84,741
Accrued interest receivable. . . .           4,500            4,500
TOTAL CURRENT ASSETS . . . . . . .         284,788          285,010
                                    ---------------  ---------------

PROPERTY, PLANT, AND EQUIPMENT:
----------------------------------
Land . . . . . . . . . . . . . . .          88,000           88,000
Buildings and improvements . . . .         326,536          309,056
Machinery and Equipment. . . . . .         247,361          193,685
Accumulated depreciation . . . . .        (101,032)         (83,032)
NET PROPERTY, PLANT, AND EQUIPMENT         560,865          507,709
                                    ---------------  ---------------

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

TOTAL ASSETS . . . . . . . . . . .  $    1,145,653   $    1,100,969
</TABLE>













                 See accompanying notes to financial statements
<Page 2>

<TABLE>
<CAPTION>


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



LIABILITIES AND STOCKHOLDERS' EQUITY
-----------------------------------------------------------------
<S>                                                                <C>         <C>
CURRENT LIABILITIES
-----------------------------------------------------------------
Accounts payable and accrued expenses . . . . . . . . . . . . . .  $   73,828  $   87,553
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . .      73,828      87,553

STOCKHOLDERS' EQUITY
-----------------------------------------------------------------
Common stock ($.001 par value, 100,000,000 shares authorized;
11,832,886 and 8,153,499 issued and outstanding at December 31,
2000 and June 30, 2000, respectively) . . . . . . . . . . . . . .      11,832       8,153
Common stock subscribed not yet delivered ($.001, par value, -0-
and 3,200,000 subscribed at December 31, 2000 and June 30,
2000, respectively) . . . . . . . . . . . . . . . . . . . . . . .         -0-       3,200
Additional paid in capital. . . . . . . . . . . . . . . . . . . .   1,015,797   1,015,797
Retained earnings (deficit) . . . . . . . . . . . . . . . . . . .      44,196     (13,734)
TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . .   1,071,825   1,013,416
                                                                   ----------  -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . .  $1,145,653  $1,100,969
</TABLE>












                 See accompanying notes to financial statements
<Page 3>









<TABLE>
<CAPTION>



                                        METWOOD, INC.
                        CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999


<S>                        <C>              <C>              <C>              <C>
                                Three            Three             Six              Six
                            Months Ended     Months Ended     Months Ended     Months Ended
                           Dec. 31, 2000    Dec. 31, 1999    Dec. 31, 2000    Dec. 31, 1999
REVENUES:
-------------------------
Sales . . . . . . . . . .  $      376,428   $      344,575   $      763,170   $      697,808
Cost of Sales . . . . . .        (230,696)        (197,593)        (457,600)        (405,647)
GROSS PROFIT. . . . . . .         145,732          146,982          305,570          292,161
                           ---------------  ---------------  ---------------  ---------------

EXPENSES:
-------------------------
Salaries and wages. . . .          68,077           56,949          132,192           93,055
Payroll taxes . . . . . .           8,912            7,575           18,732           13,314
Commissions . . . . . . .             -0-              -0-              -0-           35,956
Rent. . . . . . . . . . .             -0-            4,350              850           12,700
Utilities . . . . . . . .           5,555              562           10,788              993
Telephone . . . . . . . .           3,082            3,515            6,584            6,337
Depreciation. . . . . . .           9,000           26,158           18,000           28,708
Supplies. . . . . . . . .          23,072           21,381           39,849           33,882
Repairs & maintenance . .          12,102            7,651           21,868           13,778
Advertising . . . . . . .          13,943            7,644           31,865           12,939
Employee benefit programs           4,507            1,852            8,608            2,701
Insurance . . . . . . . .           6,096            6,356           15,279            8,587
Professional fees . . . .          10,817              914           12,834            1,539
Miscellaneous expenses. .             870            1,115            1,343            1,171
Vehicle expenses. . . . .           2,768              757            3,356              870
TOTAL EXPENSES. . . . . .         168,801          146,779          322,148          266,530
                           ---------------  ---------------  ---------------  ---------------

OPERATING INCOME. . . . .  $      (23,069)  $          203   $      (16,578)  $       25,631

Other Income. . . . . . .          58,456            2,854           74,509            6,293

NET INCOME. . . . . . . .  $       35,387   $        3,057   $       57,931   $       31,924

  Net Income per Share -
  basic and fully diluted  $           **   $           **   $         0.01   $           **
  Weighted Average Shares      11,832,883        8,031,000       11,445,010        8,201,000
                           ===============  ===============  ===============  ===============
</TABLE>



**  Less  than  $.01

                 See accompanying notes to financial statements
<Page 4>

<TABLE>
<CAPTION>


                                         METWOOD, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                      FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999



<S>                                                                       <C>        <C>
                                                                              2000        1999
CASH FLOWS FROM OPERATING ACTIVITIES:
------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 57,931   $  31,924
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18,000      28,708
Common stock issued for rounding of fractional shares under stick split.        79         -0-
Common stock issued for services . . . . . . . . . . . . . . . . . . . .       400         -0-
(Increase) decrease in operating assets:
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .   (52,136)    (97,980)
Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (34,418)     15,690
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8,250         -0-
Increase (decrease) in accounts payable and accrued expenses . . . . . .   (13,725)     28,623
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES. . . . . . . . . . .   (15,619)      6,965
                                                                          ---------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
------------------------------------------------------------------------
Expenditures for building improvements . . . . . . . . . . . . . . . . .   (17,480)        -0-
Expenditures for equipment . . . . . . . . . . . . . . . . . . . . . . .   (53,677)    (27,544)
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . . . . . . . . . .   (71,157)    (27,544)
                                                                          ---------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------------------------------------------
Common stock issuances . . . . ..     . . . . . .. . . . . . . . . . . .       -0-      76,241
Shareholder distributions. . . . . . . . . . . . . . . . . . . . . . . .       -0-    (131,000)
Shareholder loans, net . . . . . . . . . . . . . . . . . . . . . .  . . .      -0-      (3,318)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES . . . . . . . . . . . .       -0-     (58,077)
                                                                          ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . . . .   (86,776)    (78,656)

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

END OF THE PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  4,822   $  11,342

SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING:
------------------------------------------------------------------------
      Common stock issued for services . . . . . . . . . . . . . . . . .  $    400   $     -0-
</TABLE>






                 See accompanying notes to financial statements
<Page 5>


                          METWOOD, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 2000 (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
December 30, 2000, the results of operations for the three and six month periods
ended  December  31,  1999  and  2000,  and  cash flows for the six months ended
December  31, 1999 and 2000. The results for the period ended December 31, 2000,
are  not  necessarily  indicative  of  the results to be expected for the entire
fiscal  year  ending  June  30,  2001.

NOTE  2  -  EARNINGS  PER  SHARE

The  following  represents  the  calculation  of  earnings  per  share:

                   For  the  three  months  ended   For  the  six  months  ended
                                December  31,                 December  31,
BASIC  &  DILUTED*           2000              1999          2000          1999
------------------          ----               ----          ----          ----

Net income                 $ 35,387          $  3,057     $57,391     $31,924

Less-  preferred stock dividends --              --          --          --
                         -------------   ------------   ----------   ----------
Net  income(loss)         $  35,387         $  3,057     $57,391      $31,924
Weighted  average  number
Of  common  shares        11,832,883        8,031,000   11,445,010   8,201,000
                        -------------      ------------  ----------- ----------
Basic  & diluted earnings per share
                          $     **          $     **     $     .01    $     **
                            ========          ========     ========    ========



*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
build  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 were 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>

with  recognized approval in all 50 states.  The Company's floor joist patch kit
is presently awaiting BOCA approval.  Failure to obtain BOCA approval for any of
the  Company's  products  does  not  preempt their sale, but is an impediment to
uniform  acceptability  as  the  Company  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  net income of $35,387 for the three months ended December 31,
2000,  versus  net income of $3,057 for the same period ended December 31, 1999,
an  increase  of $32,330 or 1058%. The Company had net income of $57,931 for the
six  months  ended  December 31, 2000, versus net income of $31,924 for the same
period ended December 31, 2000, an increase of $26,007 or 82%. The change in net
income  for  both  periods  was primarily attributable to an increase in royalty
income  ($50,000)  from  licensing  of  the  Company's  patents.

Sales

Revenues  were  $376,428  for  the  three months ended December 31, 2000, versus
$344,575 for the three months ended December 31, 1999, an increase of $31,853 or
9%.  Revenues  were  $763,170 for the six months ended December 31, 2000, versus
$697,808  for the same period ended December 31, 2000, an increase of $65,362 or
9%.  The  increases  were  primarily  due  to the Company's aggressive marketing
campaign  and  growing brand awareness. Average selling prices and gross margins
remained  fairly  constant.

Expenses

Selling, General, and Administrative expenses were $168,801 for the three months
ended  December  31,  2000, versus $146,779 for the three months ending December
31,  1999,  an  increase of $22,022 or 15%. Selling, General, and Administrative
expenses  were  $322,148  for  the  six  months  ended December 31, 2000, versus
$266,530  for  the six months ended December 31, 1999, an increase of $55,618 or
21%. The most notable differences were in the advertising and supplies accounts,
which  increased  $18,926  and $5,967, respectively due to the Company's current
aggressive  marketing  campaign. Increases were also noted in utilities, repairs
and  maintenance,  and insurance accounts due to the Company operating out of it
newly  renovated,  'owned'  facility  in Boones Mill, VA. Rent expense decreased
$11,850  as  compared  to  the  same  period  during  1999.
<PAGE 10>
Liquidity  and  Capital  Resources

On  December  31,  2000,  the  Company had cash of $4,822 and working capital of
$210,960.  This compares with cash of $11,342 and working capital of $187,540 at
December  31,  1999.  The  increase  in working capital was due to a decrease in
accounts  payable  and  an  increase  in  accounts  receivable  and  inventory.

Net  cash  used  in  operating  activities  was $15,619 for the six months ended
December  31,  2000  as  compared  with cash provided by operating activities of
$6,965  for the six months ended December 31, 1999. The difference was primarily
attributable  to  an increase in inventory and a decrease in accounts payable of
$34,418  and  $13,725,  respectively.

Net  cash  used  in  investing  activities  was $71,157 for the six months ended
December  31,  2000  as  compared  with net cash used of $27,544 during the same
period  ended  December  31,  1999.  The  Company purchased several items of new
equipment  and  made capital improvements to it building during the three months
ended  December  31,  2000.

Cash  provided  by  financing  activities  totaled $-0- for the six months ended
December  31,  2000  as  compared  with net cash used in financing activities of
$58,077  for the six months ended December 31, 1999. The difference in cash used
in  financing activities was primarily due to the shareholder distributions paid
during  the  six  months ended December 31, 1999 in the amount of $131,000. This
was  offset  by  proceeds  from  the  sales of common stock during the Company's
Regulation  D  offering  in  1999  of  $76,241.



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
-----------
27.1  Financial  Data  Schedule


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

















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