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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549


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FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d)
  
  of the Securities Exchange Act of 1934

Date of Report: March 31, 2003

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

|Nevada                          | 333-91484                | 98-0363723                       
|------------------------------- | ------------------------ | ---------------------------------
|                                |                          |                                  
|(State of other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.)
|incorporation or organization)  |                          |                                  

Suite 186  8120 #2 Road, Richmond,
  BC, Canada, V7B 5J8 
  (Address of principal executive offices)

Registrants telephone number: (604)
  908-1990

(Mark One)

x Annual
  report pursuant to Section 13 or 15(d) of the securities exchange act of 1934
  for the fiscal year ended March 31, 2003.

 ̈
  Transition report under Section 13 or 15(d) of the securities exchange act of
  1934

Securities registered under Section 12(b)
  of the Exchange Act:

Securities registered under Section 12(g)
  of the Exchange Act:

Common stock

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. x Yes  ̈
  No

Check if there is no disclosure of delinquent
  filers in response to Item 405 or Regulation S-B is not contained in this form,
  and no disclosure will be contained, to the best of registrants knowledge,
  in definitive proxy or information statements incorporated by reference in Part
  III of this Form 10-KSB or any amendment to this Form 10-KSB   
  x

State issuers revenues for its most
  recent fiscal year: $0.00

State the aggregate market value of the voting
  and non-voting common equity held by non-affiliates computed by reference to
  the price at which the common equity was sold, or the average bid and asked
  price of such common equity, as of a specified date within the past 60 days.
      $0.00(1)

(1) There is presently no public market for the
  common stock. Wood Products has been accepted for trading on the Pink
  Sheets, and expects to apply for trading of the common stock on the OTCBB
  within the next 60-90 days.

State the number of shares outstanding of
  each of the issuers classes of common equity, as of the latest practicable
  date. As of June 25, 2003, the issuer had 3,375,000 shares of common stock issued
  and outstanding.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-KSB contain
  or may contain forward-looking statements that are subject to known and unknown
  risks, uncertainties and other factors which may cause actual results, performance
  or achievements to be materially different from any future results, performance
  or achievements expressed or implied by such forward-looking statements. These
  forward-looking statements were based on various factors and were derived utilizing
  numerous assumptions and other factors that could cause our actual results to
  differ materially from those in the forward-looking statements. These factors
  include, but are not limited to, our ability to consummate a merger or business
  combination, economic, political and market conditions and fluctuations, government
  and industry regulation, interest rate risk, U.S. and global competition, and
  other factors. Most of these factors are difficult to predict accurately and
  are generally beyond our control. You should consider the areas of risk described
  in connection with any forward-looking statements that may be made herein. Readers
  are cautioned not to place undue reliance on these forward-looking statements,
  which speak only as of the date of this report. Readers should carefully review
  this annual report in its entirety, including but not limited to our financial
  statements and the notes thereto. Except for our ongoing obligations to disclose
  material information under the Federal securities laws, we undertake no obligation
  to release publicly any revisions to any forward-looking statements, to report
  events or to report the occurrence of unanticipated events. For any forward-looking
  statements contained in any document, we claim the protection of the safe harbor
  for forward-looking statements contained in the Private Securities Litigation
  Reform Act of 1995.

PART I

Item 1. Description of Business

Business Development

Wood Products Inc. was incorporated on January 8, 2002, in
  the state of Nevada. Wood Products has never declared bankruptcy, it has never
  been in receivership, and it has never been involved in any legal action or
  proceedings. Since becoming incorporated, Wood Products has not made any significant
  purchase or sale of assets, nor has it been involved in any mergers, acquisitions
  or consolidations.

Business of Issuer

Wood Products objective is to pursue the assembly of
  quality packaged homes and the supply of component material packages in Canada
  for export to customers worldwide. Packaged homes will be custom shipments of
  framing, lumber, and finishing components, which will be assembled on the building
  site. Standard packages are designed to be affordable, with step-by-step instructions,
  and compliant with local building regulations. Wood Products will source all
  the products and services for resale and will not be carrying any inventories.

Principal Products, Services and Their Markets

Wood Products objective is to competitively supply Canadian
  building products for shipment around the world. The supplies will be shipped
  directly from the suppliers in the following forms: precut home packages, prefabricated
  packaged homes, whole log and shaped log packages. Wood Products is also going
  to offer the following services: design and drafting, competitive pricing, packaging,
  and shipping.

Precut Home Packages

A precut (stick-built) home package will usually include the
  lumber to frame the house. This lumber is normally shipped in specified lengths
  to frame the house on a foundation supplied by others. It can also include windows,
  exterior doors, siding and roofing materials. Wood Products can also include
  inside finishing materials such as interior doors, trims, closet shelving, kitchen
  and bathroom cabinets and

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flooring finishes. The construction of a house made from the
  precut packages will occur on the building site. Individual packages will be
  marked as to what the material is for and showing on the drawings how it is
  used and where in the process of construction it is to be used.

Prefabricated Packaged Homes

Prefabricated packaged homes are the same as precut packages
  except that Wood Products will have the exterior walls pre-built in four or
  eight foot sections. These sections are plywood clad and can have the windows
  and doors installed and also have the siding applied. Wood Products will contract
  out all their pre-assembly work before shipping. And like the precut packages,
  prefabricated homes will be constructed on site. Individual packages will be
  marked as to what the material is for and showing on the drawings how it is
  used and where in the process of construction it is to be used.

Whole Log Home Packages

Log home packages are the same as the precut packages but
  are built with whole logs of Western red cedar, Douglas fir and can also be
  sourced in other species. These logs run in sizes from 10-inch to 20-inch diameter
  and can range in lengths to 30 feet. Whole log homes are built in the factory
  then taken apart and marked for easy on-site reconstruction. This includes all
  interior and exterior walls that are built of whole logs. Individual packages
  will be marked as to what the material is for and showing on the drawings how
  it is used and where in the process of construction it is to be used.

Shaped Log Home Packages

Shaped log home packages are the same as the precut packages,
  which also include the inside wall material and are built with shaped logs of
  Western red cedar, Douglas fir or other species as requested. The packages are
  not factory assembled before shipping. These logs usually run 4 to 12 inches
  in thickness. Individual packages will be marked as to what the material is
  for and showing on the drawings how it is used and where in the process of construction
  it is to be used.

Wood Products will also source and supply container or truckload
  shipments of any building material such as lumber, wood trusses, kitchen and
  bathroom cabinets, pre-hung and/or finished doors and interior trim, exterior
  finishing materials (siding, etc.), windows, hardware and other housing components.
  Standard packages are designed to be affordable, easy to build and ship, and
  compliant with local building regulations. All packages will be built from locally
  approved building plans in the destination for which they will be assembled.

In the first two years, the market is to be Germany and the
  United States. In Germany, Wood Products intends to sell wood framed homes,
  as they are less expensive and quicker to build (three to six months), than
  standard German masonry homes, which take twelve to eighteen months. In the
  United States, the lower Canadian dollar and the NAFTA agreement make building
  material packages very competitive.

Distribution Methods of the Products and Services

Distribution in Wood Products two primary markets, the
  United States and Germany, will be through individual building contractors.
  In Germany, Frank Bartek, director of Wood Products, will coordinate the distribution
  network. Mr. Bartek is also the sole proprietor of Bartek Hausbau GmbH, which
  is a home building contracting company in Germany. For U.S. distribution, Vancouver-based
  Gordon Watts, President and director of Wood Products, will oversee operations.
  As we develop a following of small builders, we can help them offer additional
  services such as an informative website, design and drafting services, competitive
  pricing based on high volume, and after-sale service and warranty.

Shipping within North America is usually shipped on flat-decked
  semi-trailer trucks, which are covered by a tarp to keep the products free from
  weather and road grime. For overseas shipments they will be loaded into 40-foot
  containers. Whole log homes are placed into open top containers. All containers
  shipped to Europe are by sea from Vancouver, B.C., Canada or Seattle, WA.

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Sources and Availability of Products and Supplies

Sourcing of components will be based in Vancouver B.C. Canada,
  which is the headquarters for Wood Products and also a hub of operations for
  many of Canada's premier lumber manufacturers. We will also use a large number
  of consolidators from Vancouver, B.C., for wood and supplies.

All supplied framing lumber in Wood Products package
  houses will consist of British Columbia fir, Grade II or better. Hemlock, spruce,
  and pine may also be included. For finishing materials, customers will have
  a full range of products available to choose from in the Wood Products online
  catalogue, at www.woodproductscanada.com.

Competition and Competitive Strategy

In past decades, packaged homes have been a small subset of
  the pre-fabricated home market. Prefabrication involves factory assembled wall
  panels and other components, following rigid designs supplied by the manufacturer.
  Packaging is different from this in two main ways: the architectural design
  of a packaged home is totally customized; and there is no pre-assembly of structural
  components.

Wood Products market will be strictly with small builders
  and individual home clients. Wood Products will be able to offer the same services
  as a larger company.

The packaged home business is very competitive in the retail
  homeowner side of the business, as it is also very profitable. Most companies,
  such as Lindal Cedar Homes, work with very high end products and supply only
  materials that they make themselves. Lindal Cedar Homes, like many packaged
  home suppliers, are very rigid on what they ship versus what the customer may
  want. Both Masseurs Watts and Bartek, through their companies Watts Development
  and Bartek Hausbau, have many years experience in sourcing and buying packaged
  homes from various suppliers. It is because of these experiences that they are
  developing Wood Products to enter this market and to be competitive.

Wood Products will be a packaging supplier that will source
  the material that the small builder specifies. With the individual home client
  (retail homeowner), Wood Products will work with them to select the materials
  that suit their needs at a price they can afford. Wood Products will be able
  to supply any kind of wood structure, such as precut packages to whole log packages.
  The packages can be anything from just a wood frame to a completed building.
  Wood Products will attempt to retain the small builder for future projects by
  offering a volume discount plan. Wood Products does not imagine that the individual
  home client will be a repeat customer. This volume discount plan will be reviewed
  on a case-by-case basis. It will further be dependent on the volume discounts
  we can get from the suppliers, if any.

Sourcing and Payment Terms

Wood Products anticipates the following payment terms from our customers:

- Precut and prefabricated packages. Upon receipt
      of approved building plans a materials list is produced and returned along
      with a quote to the customer. Upon acceptance of the quote, the customer
      will be required to send 25% as a deposit. When the package is ready for
      shipment, the remaining 75% is required 5 days before the shipping date.
- Whole and shaped log packages. The plans will
      be designed by Wood Products through an independent design contractor. For
      this service Wood Products would require a $2,000 CAD deposit. Upon approval
      of the plans by the customer and the local government, 60% of the quoted
      price is then required as a deposit. The balance is due 5 days prior to
      the shipping date.

These are the same financial terms that the suppliers will demand of Wood
  Products.

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Patent, Trademark, License & Franchise Restrictions and Contractual
  Obligations & Concessions

There are no inherent factors or circumstances associated with
  this industry, or any of the products or services that Wood Products plans to
  provide that would give cause for any patent, trademark or license infringements
  or violations. Wood Products has also not entered into any franchise agreements
  or other contracts that have given, or could give rise to obligations or concessions.

Governmental Controls, Approvals, and Regulations

Where local government approval is necessary, the small builder
  will be responsible and will in most cases already be approved. This approval
  will be sent to Wood Products before any material is shipped.

Government regulations are not a problem on the whole. The
  industry is governed by local building codes, which in turn are based on engineering
  standards that are universal from one country to another. Energy efficient,
  environmentally friendly and design-oriented materials will be used in the package
  homes. Export standards, as set by the Council of Forest Industries, will be
  followed. All lumber will be #2 or better as graded by the Council of Forest
  Industries inspectors. Wood Products will also only ship lumber that has been
  kiln dried and all wane edges have been removed. Whole and shaped logs are finished
  to the specifications of the customer, as there are no required export standards.

Item 2. Description of Property.

Wood Products principal place of business and corporate
  offices occupy approximately 50 sq. ft. of a 1,000 sq. ft. office at Suite 186
   8120 #2 Road, Richmond, B.C., Canada, V7C 5J8. The telephone number is
  (604) 908-1990. This office is used by Gordon Watts, which is rented from Bernardo
  Yaw, an un-affiliated person, at $150.00 per month on a month-to-month lease.
  This lease became effective as of May 1, 2002. Wood Products does not own any
  real property.

Wood Products does not have any investments or interests in
  any real estate. Wood Products does not invest in real estate mortgages, nor
  does it invest in Securities of, or interests in, persons primarily engaged
  in real estate activities.

Item 3. Legal Proceedings

We are not a party to any pending legal proceedings.

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

No matter was submitted during the fourth quarter of the fiscal
  year ended March 31, 2003, to a vote of security holders, through the solicitation
  of proxies or otherwise.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

No Public Market for Common Stock

There is presently no public market for the common stock.
  Wood Products has been accepted for trading on the Pink Sheets,
  and expects to apply for trading of the common stock on the OTCBB within the
  next 60-90 days. However, Wood Products can provide no assurance that the shares
  will be traded on the OTCBB or, if traded, that a public market will materialize.

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Our common shares are in registered form. Pacific Stock Transfer
  Company, 500 E. Warm Springs Road, Suite 240, Las Vegas, Nevada 89119 (Telephone:
  (702) 361-3033, facsimile (702) 433-1979) is the registrar and transfer agent
  for our common shares.

Holders of the Common Stock

As of March 31, 2003, Wood Products had thirty-eight (38) registered shareholders.

Dividends

There are no restrictions in Wood Products articles
  of incorporation or bylaws that prevent us from declaring dividends. The Nevada
  Revised Statutes, however, do prohibit us from declaring dividends where, after
  giving effect to the distribution of the dividend:

| | 1. | Wood Products would not be able to pay
        its debts as they become due in the usual course of business; or                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                              
| | 2. | Wood Products total assets would
        be less than the sum of the total liabilities plus the amount that would
        be needed to satisfy the rights of shareholders who have preferential
        rights superior to those receiving the distribution.

Wood Products has not declared any dividends, and does not plan to declare any dividends in the foreseeable future.

Equity Compensation Plan Information

No stock options, warrants or rights to common shares have been granted from inception through March 31, 2003.

Item 6. Managements Plan of Operation.

The following discussion should be read in conjunction with
  our financial statements and the related notes that appear elsewhere in this
  annual report. The following discussion contains forward-looking statements
  that reflect our plans, estimates and beliefs. Our actual results could differ
  materially from those discussed in the forward-looking statements. Factors that
  could cause or contribute to such differences include, but are not limited to,
  those discussed below and elsewhere in this annual report.

Our financial statements are stated in United States dollars
  and are prepared in accordance with United States Generally Accepted Accounting
  Principles.

Incorporated in January 2002, Wood Products, Inc.s (Wood
  Products) objective is to pursue the assembly of quality packaged homes
  and the supply of component material packages in Canada for export to customers
  worldwide. Packaged homes will be custom shipments of framing, lumber, and finishing
  components, which will be assembled on the building site. Standard packages
  are designed to be affordable, with step-by-step instructions, and compliant
  with local building regulations. Wood Products will source all the products
  and services for resale and will not be carrying any inventories. To date, we
  have focused our efforts on the initial development of our business, raising
  initial funding and the registration of our common shares with the Securities
  and Exchange Commission.

During the next twelve-month period of operations, Wood Products
  will concentrate its efforts on continued website development and soliciting
  building contractors through the homebuilders association lists. As at
  March 31, 2003, Wood Products has spent $3,504 on website development (of which
  $1,762 (net of amortization) has been capitalized on the Balance Sheet as website
  development costs) and expects to spend an additional $3,000 over the next twelve
  (12) months. Most of the website development for layout, colors, links, and
  navigational functions have been completed within the $3,504

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and can be viewed at www.woodproductscanada.com. Wood Products
  will be spending the majority of the time developing the homes section,
  whereby it will be developing and cataloging detailed 3-D sketches in black
  and white. Additionally, Wood Products will be adding more photographs to the
  gallery section, to give it more of a European flavour.

During the next twelve months, Wood Products will concentrate
  its efforts on soliciting building contractors through the homebuilders
  association lists. It is the intention of Wood Products to attempt to generate
  sources of revenue during this period.

Wood Products has no plans to undertake product research and
  development in the next twelve (12) months. There are also no plans or expectations
  to purchase or sell any plant and or significant equipment in the next twelve
  months. Management also has no intention of hiring a significant number of employees
  during the next twelve (12) months as the majority of work is conducted by the
  Company's directors who are contributing their time to preserve cash flow. At
  the present time, Wood Products does not have sufficient funds for the next
  six (6) months of operations and will need to raise additional cash. We intend
  to fulfill any additional cash requirements through the sale of our equity securities.
  In the event that we are unsuccessful in raising additional equity financing,
  deficiencies in cash will likely be covered by loans and advances from our directors
  until such time that we can attract additional equity investment. As at March
  31, 2003, Wood Products had $9,181 cash on hand for website maintenance, professional
  fees, office and miscellaneous expenses. To date, Wood Products has no established
  source of revenue and has suffered operating losses since our inception in January
  2002.

There is substantial doubt about our ability to continue as
  a going concern as we have suffered recurring losses from operations and have
  no established source of revenue. Accordingly, our independent auditors included
  an explanatory paragraph regarding concerns about our ability to continue as
  a going concern. Our financial statements contain additional note disclosures
  describing the circumstances that lead to this disclosure by our independent
  auditors.

Wood Products SB-2/A became effective in November 2002.
  Per the Prospectus filed with the SEC on November 12, 2002, Wood Products was
  able to offer up to 300,000 shares of common stock at $0.10 per share. This
  offering had a closing date of December 31, 2002, with an option to extend it
  for an additional two years from the effective date. Wood Products did not sell
  any of the offering prior to December 31, 2002, and thus the offering closed.
  However, if needed, Wood Products could extend the offering to generate cash
  in the next twelve months. Costs associated with the offering were accordingly
  written-off and charged as professional fees in December 2002 quarter.

New Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board (FASB)
  issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
  Amendment of FASB Statement No. 13, and Technical Corrections. This Statement
  rescinds the requirement to report gains and losses from extinguishment of debt
  as an extraordinary item. Additionally, this statement amends Statement 13 to
  require sale-leaseback accounting for certain lease modifications that have
  economic effects similar to sale-leaseback transactions. The provisions of this
  statement relating to Statement 4 are applicable in fiscal years beginning after
  May 15, 2002. The provisions of this Statement related to Statement 13 are effective
  for transactions occurring after May 15, 2002. All other provisions of this
  Statement are effective for financial statements issued on or after May 15,
  2002.

In June 2002, the FASB issued SFAS No. 146, Accounting
  for Costs Associated with Exit or Disposal Activities. SFAS 146 nullifies
  Emerging Issues Task Force (EITF) Issue No. 94-3, Liability
  Recognition for Certain Employee Termination Benefits and Other Costs to Exit
  an Activity. For purposes of this Statement, an exit activity includes,
  but is not limited to a restructuring as that term is defined in International
  Accounting Standard 37, Provisions, Contingent Liabilities, and Contingent
  Assets. The Statement is effective for exit or disposal activities initiated
  on or after December 31, 2002.

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The adoption of these standards did not have a material effect
  on the Companys financial statements.

In November 2002, the FASB issued FASB Interpretation (FIN)
  No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees,
  Including Indirect Guarantees of Indebtedness of Others, which addresses
  the accounting for and disclosure of guarantees. FIN 45 requires a guarantor
  to recognize a liability for the fair value of a guarantee at inception. The
  recognition of the liability is required even if it is not probable that payments
  will be required under the guarantee. The disclosure requirements are effective
  for interim and annual financial statements ending after December 15, 2002.
  The initial recognition and measurement provisions are effective for all guarantees
  within the scope of FIN 45 issued or modified after December 31, 2002.

FIN 46, Consolidation of Variable Interest Entities,
  clarifies the application of Accounting Research Bulletin No. 51, Consolidated
  Financial Statements, to certain entities in which equity investors do
  not have the characteristics of a controlling financial interest or do not have
  sufficient equity at risk for the entity to finance its activities without additional
  subordinated financial support from other parties. FIN 46 is applicable immediately
  for variable interest entities created after January 31, 2003. For variable
  interest entities created prior to January 31, 2003, the provisions of FIN 46
  are applicable no later than July 1, 2003.

The Company is evaluating the impact of adopting FIN 45 and
  FIN 46 but does not believe that adoption of these statements will have a material
  effect on the Company's financial position or results of operations.

Application of Critical Accounting Policies

Going Concern

Our financial statements have been prepared on a going concern
  basis which assumes that adequate sources of financing will be obtained as required
  and that our assets will be realized and liabilities settled in the ordinary
  course of business. Accordingly, our financial statements do not include any
  adjustments related to the recoverability of assets and classification of assets
  and liabilities that might be necessary should we be unable to continue as a
  going concern.

In order for us to continue as a going concern, we require
  additional financing. There can be no assurance that additional financing will
  be available to us when needed or, if available, that it can be obtained on
  commercially reasonable terms. If we are not able to continue as a going concern,
  we would likely be unable to realize the carrying value of our assets reflected
  in the balances set out in the preparation of financial statements.

Use of Estimates

The preparation of financial statements in accordance with
  United States generally accepted accounting principles requires management to
  make estimates and assumptions that affect the reported amounts of assets and
  liabilities and disclosures of contingent assets and liabilities at the date
  of the financial statements and the reported amounts of revenues and expenses
  during the reporting period. Actual results could materially differ from these
  estimates.

Website Development Costs

Direct internal and external costs associated with the development
  of the features, content and functionality of our website incurred during the
  application development stage are capitalized. All other costs are expensed
  including those incurred after the date upon which the website is declared operational,
  except for those costs incurred in respect of significant functionality enhancements.
  The capitalization costs are amortized over the estimated three-year economic
  life of the website.

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Revenue Recognition

The Company intends to develop its business consisting of the
  supply of component material packages for quality packaged homes for export
  to customers worldwide. Revenues will be recognized when the products are shipped,
  there are no uncertainties surrounding product acceptance, there are no significant
  vendor obligations, the fees are fixed and determinable and collection is considered
  probable.

Item 7. Financial Statements

Our financial statements are stated in United States dollars
  and are prepared in accordance with United States generally accepted accounting
  principles. The Independent Auditors Report of BDO Dunwoody LLP on our
  financial statements for the year ended March 31, 2003 are included herein immediately
  preceding the audited financial statements.

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| | Wood Products, Inc.                        
| | -------------------------------------------
| | (A Development Stage Company)              
| | Financial Statements                       
| | For the year ended March 31, 2003,         
| | the period from January 8, 2002 (inception)
| | to March 31, 2002 and for the cumulative   
| | period from January 8, 2002 (inception) to 
| | March 31, 2003                             





|                                                                      | Contents
|--------------------------------------------------------------------- | --------
|                                                                      |         
|                                                                      |         
|Independent Auditors' Report                                          |         
|                                                                      |         
|Financial Statements                                                  |         
|                                                                      |         
|Balance Sheets                                                        |         
|                                                                      |         
|Statements of Changes in Stockholders
      Equity (Capital Deficit) |         
|                                                                      |         
|Statements of Operations                                              |         
|                                                                      |         
|Statements of Cash Flows                                              |         
|                                                                      |         
|Summary of Significant Accounting
      Policies                      |         
|                                                                      |         
|Notes to the Financial Statements                                     |         







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|                            
|----------------------------
|Independent Auditors' Report
|                            

To the Directors and Stockholders of 
  Wood Products, Inc. (A Development Stage Company)

We have audited the Balance Sheets of Wood Products, Inc.
  (a development stage company) as at March 31, 2003 and 2002 and the Statements
  of Changes in Stockholders Equity (Capital Deficit), Operations and Cash
  Flows for the year ended March 31, 2003, the period from January 8, 2002 (inception)
  to March 31, 2002 and the cumulative period from January 8, 2002 (inception)
  to March 31, 2003. These financial statements are the responsibility of the
  Company's management. Our responsibility is to express an opinion on these financial
  statements based on our audits.

We conducted our audits in accordance with United States generally
  accepted auditing standards. Those standards require that we plan and perform
  an audit to obtain reasonable assurance whether the financial statements are
  free of material misstatement. An audit includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements.
  An audit also includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial statement
  presentation. We believe that our audits provide a reasonable basis for our
  opinion.

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of Wood Products, Inc. (a development
  stage company) as at March 31, 2003 and 2002 and the results of its operations
  and its cash flows for the year ended March 31, 2003, the period from January
  8, 2002 (inception) to March 31, 2002 and the cumulative period from January
  8, 2002 (inception) to March 31, 2003 in accordance with United States generally
  accepted accounting principles.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company has no established source of revenue, has
  accumulated operating losses of $114,282 since its inception and has a working
  capital deficit. These conditions raise substantial doubt about the Companys
  ability to continue as a going concern. Managements plans in regard to
  these matters are described in Note 1. These financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.

/s/ BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada 
  May 23, 2003

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|                             
|-----------------------------
|Wood Products, Inc.          
|(A Development Stage Company)
|Balance Sheets               
|(Stated in US Dollars)       

|March 31                                                           |   | 2003     |   |   | 2002   |  
|------------------------------------------------------------------ | - | -------- | - | - | ------ | -
|                                                                   |   |          |   |   |        |  
|Assets                                                             |   |          |   |   |        |  
|                                                                   |   |          |   |   |        |  
|Current                                                            |   |          |   |   |        |  
|Cash                                                               | $ | 9,181    |   | $ | 932    |  
|                                                                   |   |          |   |   |        |  
|Website development costs(Note 2)                                  |   | 1,762    |   |   | -      |  
|                                                                   |   |          |   |   |        |  
|Total Assets                                                       | $ | 10,943   |   | $ | 932    |  
|                                                                   |   |          |   |   |        |  
|Liabilities and Stockholders Equity (Capital
      Deficit)       |   |          |   |   |        |  
|                                                                   |   |          |   |   |        |  
|Liabilities                                                        |   |          |   |   |        |  
|                                                                   |   |          |   |   |        |  
|Current                                                            |   |          |   |   |        |  
|Accounts payable and accrued liabilities                           | $ | 10,574   |   | $ | 6,127  |  
|Due to stockholder                                                 |   | -        |   |   | 1,199  |  
|                                                                   |   |          |   |   |        |  
|Total
      liabilities                                            |   | 10,574   |   |   | 7,326  |  
|                                                                   |   |          |   |   |        |  
|Stockholders Equity (Capital Deficit)                             |   |          |   |   |        |  
|Share capital                                                      |   |          |   |   |        |  
|Authorized                                                         |   |          |   |   |        |  
|100,000,000
      common shares with par value $ 0.001             |   |          |   |   |        |  
|Issued and outstanding                                             |   |          |   |   |        |  
|3,375,000
      (2002  1,000) common shares                       |   | 3,375    |   |   | 1      |  
|Shares to be issued
      (Note 4)                                 |   | -        |   |   | 750    |  
|Additional paid-in
      capital                                   |   | 111,276  |   |   | -      |  
|Deficit accumulated
      in the development stage                 |   | (114,282 | ) |   | (7,145 | )
|                                                                   |   |          |   |   |        |  
|Total
      stockholders equity (capital deficit)                 |   | 369      |   |   | (6,394 | )
|                                                                   |   |          |   |   |        |  
|Total Liabilities and Stockholders Equity (Capital
      Deficit) | $ | 10,943   |   | $ | 932    |  
|                                                                   |   |          |   |   |        |  







The accompanying summary of significant accounting
  policies and notes are an integral part of these financial statements.

---

|                                                                     
|---------------------------------------------------------------------
|Wood Products, Inc.                                                  
|(A Development Stage Company)                                        
|Statements of Changes in Stockholders Equity (Capital
      Deficit)
|(Stated in US Dollars)                                               
|                                                                     
|For the period from January 8, 2002 (inception) to March 31, 2003    
|                                                                     

|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|-------------------------------- | ------------- | --------- |  | - | ------ |  | - | ------ | - | ----------- | ---------- |  | ------------- | ----------- | - | - | -------- | -
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               | Deficit     |   |   | Total    |  
|                                 | Common Shares |           |  |   |        |  |   |        |   | Accumulated |            |  | Stockholders |            
|                                 |               |           |  |   |        |  |   | Shares |   |             | Additional |  |               | in the      |   |   | Equity   |  
|                                 |               |           |  |   |        |  |   | to be  |   |             | Paid-in    |  |               | Development |   |   | (Capital |  
|                                 |               | Shares    |  |   | Amount |  |   | Issued |   |             | Capital    |  |               | Stage       |   |   | Deficit) |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Issuance of common shares        |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|at $0.001 per share on inception |               | 1,000     |  | $ | 1      |  | $ | -      |   | $           | -          |  | $             | -           |   | $ | 1        |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Shares to be issued (Note 4)     |               | -         |  |   | -      |  |   | 750    |   |             | -          |  |               | -           |   |   | 750      |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Net loss for the period          |               | -         |  |   | -      |  |   | -      |   |             | -          |  |               | (7,145      | ) |   | (7,145   | )
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Balance, March 31, 2002          |               | 1,000     |  |   | 1      |  |   | 750    |   |             | -          |  |               | (7,145      | ) |   | (6,394   | )
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Issuance of common shares        |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|at $0.01 per share (Note 4)      |               | 2,475,000 |  |   | 2,475  |  |   | (750   | ) |             | 22,275     |  |               | -           |   |   | 24,000   |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Issuance of common shares        |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|at $0.04 per share (Note 4)      |               | 899,000   |  |   | 899    |  |   | -      |   |             | 35,061     |  |               | -           |   |   | 35,960   |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Compensation expense for shares  |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|issued below market price        |               | -         |  |   | -      |  |   | -      |   |             | 53,940     |  |               | -           |   |   | 53,940   |  
|(Note 5)                         |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Net loss for the year            |               | -         |  |   | -      |  |   | -      |   |             | -          |  |               | (107,137    | ) |   | (107,137 | )
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  
|Balance, March 31, 2003          |               | 3,375,000 |  | $ | 3,375  |  | $ | -      |   | $           | 111,276    |  | $             | (114,282    | ) | $ | 369      |  
|                                 |               |           |  |   |        |  |   |        |   |             |            |  |               |             |   |   |          |  





The accompanying summary of significant accounting
  policies and notes are an integral part of these financial statements.

---

|                             
|-----------------------------
|Wood Products, Inc.          
|(A Development Stage Company)
|Statements of Operations     
|(Stated in US Dollars)       
|                             

|                                    |   |            |   |   | For the     |   |   | For the      |  
|----------------------------------- | - | ---------- | - | - | ----------- | - | - | ------------ | -
|                                    |   |            |   |   | period from |   |   | period from  |  
|                                    |   |            |   |   | January 8   |   |   | January 8    |  
|                                    |   | For the    |   |   | 2002        |   |   | 2002         |  
|                                    |   | year ended |   |   | (inception) |   |   | (inception)  |  
|                                    |   | March 31   |   |   | to March 31 |   |   | to March 31  |  
|                                    |   | 2003       |   |   | 2002        |   |   | 2003         |  
|                                    |   |            |   |   |             |   |   |              |  
|                                    |   |            |   |   |             |   |   | (Cumulative) |  
|                                    |   |            |   |   |             |   |   |              |  
|Expenses                            |   |            |   |   |             |   |   |              |  
|Compensation expense (Note 5)       | $ | 53,940     |   | $ | -           |   | $ | 53,940       |  
|Office and administration           |   | 5,494      |   |   | 18          |   |   | 5,512        |  
|Professional fees                   |   | 45,961     |   |   | 7,127       |   |   | 53,088       |  
|Website development                 |   | 1,742      |   |   | -           |   |   | 1,742        |  
|                                    |   |            |   |   |             |   |   |              |  
|                                    |   |            |   |   |             |   |   |              |  
|Net loss for the year               | $ | (107,137   | ) | $ | (7,145      | ) | $ | (114,282     | )
|                                    |   |            |   |   |             |   |   |              |  
|                                    |   |            |   |   |             |   |   |              |  
|Basic and diluted loss per share    | $ | (0.05      | ) | $ | (7.15       | ) |   |              |  
|                                    |   |            |   |   |             |   |   |              |  
|                                    |   |            |   |   |             |   |   |              |  
|Weighted average shares outstanding |   | 2,250,333  |   |   | 1,000       |   |   |              |  
|                                    |   |            |   |   |             |   |   |              |  





The accompanying summary of significant accounting
  policies and notes are an integral part of these financial statements.

---

|                             
|-----------------------------
|Wood Products, Inc.          
|(A Development Stage Company)
|Statements of Cash Flows     
|(Stated in US Dollars)       

|                                                           |   |            |   |   | For the     |   |   | For the      |  
|---------------------------------------------------------- | - | ---------- | - | - | ----------- | - | - | ------------ | -
|                                                           |   |            |   |   | Period from |   |   | Period from  |  
|                                                           |   |            |   |   | January 8   |   |   | January 8    |  
|                                                           |   | For the    |   |   | 2002        |   |   | 2002         |  
|                                                           |   | year ended |   |   | (inception) |   |   | (inception)  |  
|                                                           |   | March 31   |   |   | to March 31 |   |   | to March 31  |  
|                                                           |   | 2003       |   |   | 2002        |   |   | 2003         |  
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   | (Cumulative) |  
|                                                           |   |            |   |   |             |   |   |              |  
|Operating activities                                       |   |            |   |   |             |   |   |              |  
|Net loss for the period                                    | $ | (107,137   | ) | $ | (7,145      | ) | $ | (114,282     | )
|Adjustments to reconcile net loss for
      the period     |   |            |   |   |             |   |   |              |  
|to cash used in operating activities                       |   |            |   |   |             |   |   |              |  
|Amortization                                               |   | 276        |   |   | -           |   |   | 276          |  
|Non-cash
      compensation expense                        |   | 53,940     |   |   | -           |   |   | 53,940       |  
|Increase
      in accounts payable and accrued liabilities |   | 4,447      |   |   | 6,127       |   |   | 10,574       |  
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   |              |  
|Cash
      used in operating activities                    |   | (48,474    | ) |   | (1,018      | ) |   | (49,492      | )
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   |              |  
|Financing activities                                       |   |            |   |   |             |   |   |              |  
|Advances from (repayment of loans from)
      stockholder  |   | (1,199     | ) |   | 1,199       |   |   | -            |  
|Proceeds from subscriptions and issuance
      of          |   |            |   |   |             |   |   |              |  
|common shares                                              |   | 59,960     |   |   | 751         |   |   | 60,711       |  
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   |              |  
|Cash
      provided by financing activities                |   | 58,761     |   |   | 1,950       |   |   | 60,711       |  
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   |              |  
|Investing activity                                         |   |            |   |   |             |   |   |              |  
|Increase in deferred website development
      costs       |   | (2,038     | ) |   | -           |   |   | (2,038       | )
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   |              |  
|Increase in cash                                           |   | 8,249      |   |   | 932         |   |   | 9,181        |  
|                                                           |   |            |   |   |             |   |   |              |  
|Cash,beginning of period                                   |   | 932        |   |   | -           |   |   | -            |  
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   |              |  
|Cash, end of period                                        | $ | 9,181      |   | $ | 932         |   | $ | 9,181        |  
|                                                           |   |            |   |   |             |   |   |              |  
|                                                           |   |            |   |   |             |   |   |              |  
|Supplemental information                                   |   |            |   |   |             |   |   |              |  
|Interest and taxes paid                                    | $ | -          |   | $ | -           |   | $ | -            |  
|                                                           |   |            |   |   |             |   |   |              |  
|Non-cash financing activities:                             |   |            |   |   |             |   |   |              |  
|Compensation
      expense on issuance of shares           | $ | 53,940     |   | $ | -           |   | $ | 53,940       |  
|                                                           |   |            |   |   |             |   |   |              |  





The accompanying summary of significant accounting
  policies and notes are an integral part of these financial statements.

---

|                                          
|------------------------------------------
|Wood Products, Inc.                       
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Stated in US Dollars)                    
|                                          
|March 31, 2003                            
|                                          

|Basis of Presentation | These financial statements are stated in US dollars
        and are prepared in accordance with US generally accepted accounting principles.
        The Company is currently in the development stage and presents its financial
        statements in accordance with Statement of Financial Accounting Standard
        (SFAS) No. 7, Accounting and Reporting by Development
        Stage Enterprises.                                                                                                                                                                                                                                                                            
|--------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Use of Estimates      | The preparation of financial statements in accordance
        with generally accepted accounting principles requires management to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the
        date of the financial statements, and the reported amounts of revenues
        and expenses during the reporting period. Actual results could differ
        from managements best estimates as additional information becomes
        available in the future.                                                                                                           
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Income Taxes          | The Company follows the provisions of SFAS No. 109,
        Accounting for Income Taxes, which requires the Company to
        recognize deferred tax liabilities and assets for the expected future
        tax consequences of events that have been recognized in the Companys
        financial statements or tax returns using the liability method. Under
        this method, deferred tax liabilities and assets are determined based
        on the temporary differences between the financial statement carrying
        amounts and tax bases of assets and liabilities using enacted rates in
        effect in the years in which the differences are expected to reverse.
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Financial Instruments | The Companys financial instruments consist
        of cash, accounts payable and accrued liabilities. Unless otherwise noted,
        it is managements opinion that the Company is not exposed to significant
        interest, currency or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximate their carrying
        values due to the short-term nature of the instruments.                                                                                                                                                                                                                                     
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Loss Per Share        | Loss per share is computed in accordance with SFAS
        No. 128, Earnings Per Share. Basic loss per share is calculated
        by dividing the net loss available to common stockholders by the weighted
        average number of common shares outstanding for the period. Diluted loss
        per share equals basic loss per share at March 31, 2003 and 2002 because
        there are no common stock equivalents.                                                                                                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Revenue Recognition   | The Company intends to develop its business consisting
        of the supply of component material packages for quality packaged homes
        for export to customers worldwide. Revenues will be recognized when the
        products are shipped, there are no uncertainties surrounding product acceptance,
        there are no significant vendor obligations, the fees are fixed and determinable
        and collection is considered probable.                                                                                                                                                                                                                                    

---

|                                          
|------------------------------------------
|Wood Products, Inc.                       
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Stated in US Dollars)                    
|                                          
|March 31, 2003                            
|                                          

|Website Development 
      Costs | Direct internal and external costs associated with
        the development of the features, content and functionality of the Companys
        website incurred during the application development stage are capitalized.
        All other costs are expensed including those incurred after the date upon
        which the website is declared operational, except for those costs incurred
        in respect of significant functionality enhancements. The capitalized
        costs are amortized over the estimated three year economic life of the
        website and the amortization charges are included in website development
        costs in the Statements of Operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Advertising                      | The Company follows the provisions of Statement of
        Position 93-7 in accounting for costs of advertising. Advertising costs
        will be charged to expense as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|New Accounting Pronouncements    | In April 2002, the Financial Accounting Standards
        Board (FASB) issued SFAS No. 145, Rescission of FASB
        Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
        Technical Corrections. This Statement rescinds the requirement to
        report gains and losses from extinguishment of debt as an extraordinary
        item. Additionally, this statement amends Statement 13 to require sale-leaseback
        accounting for certain lease modifications that have economic effects
        similar to sale-leaseback transactions. The provisions of this statement
        relating to Statement 4 are applicable in fiscal years beginning after
        May 15, 2002. The provisions of this Statement related to Statement 13
        were effective for transactions occurring after May 15, 2002. All other
        provisions of this Statement were effective for financial statements issued
        on or after May 15, 2002.
      In June 2002, the FASB issued SFAS No. 146,
        Accounting for Costs Associated with Exit or Disposal Activities.
        SFAS 146 nullifies Emerging Issues Task Force (EITF) Issue
        No. 94-3, Liability Recognition for Certain Employee Termination
        Benefits and Other Costs to Exit an Activity. For purposes of this
        Statement, an exit activity includes, but is not limited to a restructuring
        as that term is defined in International Accounting Standard 37, Provisions,
        Contingent Liabilities, and Contingent Assets. The Statement was
        effective for exit or disposal activities initiated on or after December
        31, 2002.
      The adoption of these standards did not have
        a material effect on the Companys financial statements
      In November 2002 the FASB issued FASB Interpretation
        (FIN) No. 45, Guarantors Accounting and Disclosure
        Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
        of Others, which addresses the accounting for and disclosure of
        guarantees. FIN 45 requires a guarantor to recognize a liability for the
        fair value of a guarantee at inception. The recognition of the liability
        is required even if it is not probable that payments will be required
        under the guarantee. The disclosure requirements are effective for interim
        and annual financial statements ending after December 15, 2002. The initial
        recognition and measurement provisions are effective for all guarantees
        within the scope of FIN 45 issued or modified after December 31, 2002.

---

|                                          
|------------------------------------------
|Wood Products, Inc.                       
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Stated in US Dollars)                    

|March 31, 2003
|--------------
|              

|New Accounting Pronouncements -
      Continued | FIN 46, Consolidation of Variable Interest Entities,
        clarifies the application of Accounting Research Bulletin No. 51, Consolidated
        Financial Statements, to certain entities in which equity investors
        do not have the characteristics of a controlling financial interest or
        do not have sufficient equity at risk for the entity to finance its activities
        without additional subordinated financial support from other parties.
        FIN 46 is applicable immediately for variable interest entities created
        after January 31, 2003. For variable interest entities created prior to
        January 31, 2003, the provisions of FIN 46 are applicable no later than
        July 1, 2003.
      The Company is evaluating the impact of adopting
        FIN 45 and FIN 46 but does not believe that adoption of these statements
        will have a material effect on the Company's financial position or results
        of operations.
|----------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|                                 
|---------------------------------
|Wood Products, Inc.              
|(A Development Stage Company)    
|Notes to the Financial Statements
|(Stated in US Dollars)           
|                                 
|March 31, 2003                   
|                                 

|1. | Nature of Business and Ability to Continue Operations
      Wood Products, Inc. was incorporated on January 8, 2002
        under the laws of the State of Nevada. The Company is in the process of
        organizing its business which is to supply Canadian building products
        and component material packages for packaged homes for export to customers
        worldwide. Packaged homes consist of foundation, framing and finishing
        components which are assembled on the customers building site.
      These accompanying financial statements have been prepared
        on a going concern basis, which contemplates the realization of assets
        and the satisfaction of liabilities and commitments in the normal course
        of business. As at March 31, 2003, the Company has no established source
        of revenue, has accumulated operating losses of $114,282 since its inception
        and has a working capital deficit. The continuation of the Company is
        dependent upon the continuing financial support of creditors and stockholders
        and obtaining long-term financing as well as achieving a profitable level
        of operations. The equity financing of approximately $60,000 raised in
        the year ended March 31, 2003 is being used for administrative and financing
        purposes to complete the development of the Companys business plan
        and a web site and to undertake some advertising and marketing to commence
        the operation of the business. Management plans to raise additional equity
        capital as necessary to finance the operations and capital requirements
        of the Company. While the Company is expending its best efforts to achieve
        the above plans, there is no assurance that any such activity will generate
        funds that will be available to sustain operations.
      These conditions raise substantial doubt about the Companys
        ability to continue as a going concern. These financial statements do
        not include any adjustments relating to the recoverability and classification
        of recorded asset amounts or amounts and classification of liabilities
        that might arise from this uncertainty.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Website Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                |   | 2003  |   |   | 2002 | 
| | ------------------------------ | - | ----- | - | - | ---- | 
| |                                |   |       |   |   |      | 
| | Direct costs                   | $ | 2,038 |   | $ | -    | 
| | Less: accumulated amortization |   | (276  | ) |   | -    | 
| |                                |   |       |   |   |      | 
| |                                | $ | 1,762 |   | $ | -    | 
| |                                |   |       |   |   |      | 

|   |                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                        
|3. | Income Taxes
      The tax effects of temporary differences that give rise to the Companys
        deferred tax assets are as follows:

| |                                |   | 2003    |   |   | 2002   |  
| | ------------------------------ | - | ------- | - | - | ------ | -
| |                                |   |         |   |   |        |  
| | Net operating losses           | $ | 20,516  |   | $ | 2,430  |  
| | Valuation allowance            |   | (20,516 | ) |   | (2,430 | )
| |                                |   |         |   |   |        |  
| |                                |   |         |   |   |        |  
| | Deferred tax asset (liability) | $ | -       |   | $ | -      |  
| |                                |   |         |   |   |        |  

---

|                                 
|---------------------------------
|Wood Products, Inc.              
|(A Development Stage Company)    
|Notes to the Financial Statements
|(Stated in US Dollars)           
|                                 
|March 31, 2003                   
|                                 

|3. | Income Taxes  Continued
      The provision for income taxes differs from the amount computed using
        the federal statutory income tax rate as follows:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                         |   |          |   |   | For the     |  
| | ------------------------------------------------------- | - | -------- | - | - | ----------- | -
| |                                                         |   |          |   |   | period from |  
| |                                                         |   | For the  |   |   | January 8   |  
| |                                                         |   | year     |   |   | 2002        |  
| |                                                         |   | ended    |   |   | (inception) |  
| |                                                         |   | March 31 |   |   | to March 31 |  
| |                                                         |   | 2003     |   |   | 2002        |  
| |                                                         |   |          |   |   |             |  
| |                                                         |   |          |   |   |             |  
| | Provision (benefit) at the federal statutory
      rate | $ | (36,426  | ) | $ | (2,430      | )
| | Compensation expense                                    |   | 18,340   |   |   | -           |  
| | Increase in valuation allowance                         |   | 18,086   |   |   | 2,430       |  
| |                                                         |   |          |   |   |             |  
| |                                                         |   |          |   |   |             |  
| |                                                         | $ | -        |   | $ | -           |  
| |                                                         |   |          |   |   |             |  

|   | At March 31, 2003, the Company had losses available
        for income tax purposes of approximately $60,000 which, if not used, will
        expire in 2022 and 2023.
      The Company evaluates its valuation allowance requirements
        based on projected future operations. Management has recorded a valuation
        allowance because it believes it is more likely than not that the future
        income tax benefits of the current loss will not be realized. When circumstances
        change and this causes a change in managements judgement about the
        recoverability of deferred tax assets, the impact of the change on the
        valuation allowance will be reflected in current income.                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Share Capital
      In February 2002, stock subscriptions for 75,000 shares
        of common stock were received for an issuance price of $0.01 per share
        for total proceeds of $750.
      During the year ended March 31, 2003, the Company received
        $59,960 in respect of stock subscriptions for 3,299,000 shares of the
        Companys common stock. Stock subscriptions of $24,000 for 2,400,000
        shares of common stock were received in May 2002 for an issuance price
        of $0.01 per share. Stock subscriptions of $35,960 for an additional 899,000
        shares of common stock were received from directors (Note 5) in June 2002
        for an issuance price of $0.04 per share
      The shares were issued in July 2002.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | Compensation Expense
      The Company entered into stock subscription agreements
        with its directors in June 2002 to issue 899,000 shares of the Companys
        stock at $0.04 per share for total proceeds of $35,960 (Note 4). During
        the year ended March 31, 2003, the Company has recorded additional paid-in
        capital of $53,940 (period ended March 31, 2002 - $Nil) for these shares
        as compensation expense in the Statements of Operations based on the difference
        between the subscribed price and the price at which the shares were being
        offered to the public.                                                                                                                                             

---

Item 8. Changes in and Disagreements with Accountants on Accounting
  and FinancialDisclosures.

None.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
  Compliance with Section16(a) of the Exchange Act

All directors of our company hold office until the next annual
  meeting of the shareholders or until their successors have been elected and
  qualified. The officers of our company are appointed by our board of directors
  and hold office until their death, resignation or removal from office.

Wood Products executive officers and directors, their
  positions held and their respective ages as of March 31, 2003, are as follows:

Directors:

| | Name of Director     | Age | 
| | -------------------- | --- | 
| |                      |     | 
| | Gordon William Watts | 68  | 
| | James Gordon Watts   | 40  | 
| | Frank Bartek         | 47  | 

Executive Officers:

| | Name of Officer      | Age | Office                      
| | -------------------- | --- | ----------------------------
| |                      |     |                             
| | Gordon William Watts | 68  | President                   
| | James Gordon Watts   | 40  | CFO, Secretary and Treasurer

Business Experience

The following is a brief account of the education and business
  experience during at least the past five years of each director, executive officer
  and key employee, indicating the principal occupation during that period, and
  the name and principal business of the organization in which such occupation
  and employment were carried out.

Gordon Watts, President, Member of the Board of Directors, age 68.

Mr. Watts has been in the residential housing and light commercial
  building business for over 45 years. He has been shipping and building homes
  in the U.S. since 1984. In 1989 he and his wife formed Watts Development Corporation,
  incorporated in British Columbia, Canada. Since inception, Mr. Watts has been
  secretary, treasurer, and managing director of the company. Mr. Watts expanded
  this business in 1995, to include shipping homes to China, Japan, and Germany.
  Watts Development Corporation is strictly a building management company. The
  company currently buys its building products from packaged-home
  building companies.

Both Watts Development and Bartek Hausbau buy packaged homes
  from other packaged home suppliers. As these companies are both users of packaged
  homes, Messieurs Watts and Bartek felt there was an opportunity to join forces
  to produce packaged homes. Watts Development and Bartek Hausebau would be customers
  of Woods Products. Watts Development and Bartek Hausebau will not be competitors
  of Wood Products.

Mr. Watts will be allocating his time to Wood Products on
  a priority basis over his running of Watts Development. As of this filing, Mr.
  Watts has been allocating approximately 25 hours per week to Wood Products and
  anticipates doing so during the development of the business plan. Mr. Watts
  will not be charging Wood Products for his time in the next twelve months.

---

James Watts, Chief Financial Officer, Secretary and
  Treasurer, Member of the Board of Directors, age 40, son of Gordon Watts.

Mr. James Watts has been in the transportation industry since
  1982. He joined Vancouver Courier Ltd in 1982 as a driver/owner. In September
  of 1982, he became the dispatcher for Vancouver Courier. In October 1983, James
  Watts was made General Manager. It was in this position that he was able to
  negotiate and acquire the delivery contract for Purolator Courier in Vancouver
  and surrounding area. This contract made Vancouver Courier responsible for all
  Purolator deliveries within this area. In the summer of 1990, Purolator Courier
  took over the delivery themselves. This transition took a few months and in
  December of 1990, James Watts left Vancouver Courier Ltd.

Since then, Mr. Watts has formed the following companies

1993  Formed and operated Whistler Towing Company and sold the company
  in 2000. 
  2000  Formed and currently operates Fastpark, which is a local parking
  management company.

Mr. Watts, will be able to spend 5 to 10 hours per week on
  the development of Wood Products. Mr. Watts will not be charging Wood Products
  for his time in the next twelve months.

Frank Bartek, Member of the Board of Directors, age 47.

Mr. Bartek graduated from the British Columbia Institute of
  Technology (BCIT), located in Burnaby B.C., in 1980 with a Diploma in Plumbing
  and Heating. In 1981, he formed B & S Enterprises for the purpose of running
  a plumbing and heating contracting business. In 1995, he first worked in Germany
  as a plumbing and heating contractor. Mr. Bartek is still running B & S
  Enterprises in Germany as a plumbing and heating contractor.

1998  After seeing the opportunities to build German style homes with
  Canadian materials and methods he moved to Germany.
  2000  Mr. Bartek founded his own building company in Germany, Bartek Hausbau
  GmbH (Bartek Hausbau).

Mr. Bartek has been and will continue to spend up to 25 hours
  per week on the development of Wood Products. Mr. Bartek will not be charging
  Wood Products for his time in the next twelve months.

None of Wood Products Directors or executive officers
  have been involved, during the past five years, in any bankruptcy proceeding,
  conviction or criminal proceedings; has not been subject to any order, judgment,
  or decree, not subsequently reversed or suspended or vacated, of any court of
  competent jurisdiction, permanently or temporarily enjoining, barring, suspending
  or otherwise limiting his involvement in any type of business, securities or
  banking activities; and has not been found by a court of competent jurisdiction,
  the Commission or the Commodity Futures trading Commission to have violated
  a federal or state securities or commodities law.

Employment Agreements

None

Committees of the Board

We do not have an audit or compensation committee at this time

Significant Employees

Wood Products has no significant employees other than the
  officers and directors described above, whose time and efforts are being provided
  to Wood Products without compensation.

---

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors, executive
  officers, promoters or control persons have been involved in any of the following
  events during the past five years:

|1. | any bankruptcy petition filed by or against any business
        of which such person was a general partner or executive officer either
        at the time of the bankruptcy or within two years prior to that time;                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                         
|2. | any conviction in a criminal proceeding or being
        subject to a pending criminal proceeding (excluding traffic violations
        and other minor offenses);                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                         
|3. | being subject to any order, judgement, or decree,
        not subsequently reversed, suspended or vacated, of any court of competent
        jurisdiction, permanently or temporarily enjoining, barring, suspending
        or otherwise limiting his involvement in any type of business, securities
        or banking activities; or
|   |                                                                                                                                                                                                                                                                                                                                         
|4. | being found by a court of competent jurisdiction
        (in a civil action), the Commission or the Commodity Futures Trading Commission
        to have violated a federal or state securities or commodities law, and
        the judgement has not been reversed, suspended, or vacated.                                             

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934,
  as amended, requires our executive officers and directors and persons who own
  more than 10% of a registered class of our equity securities to file with the
  Securities and Exchange Commission initial statements of beneficial ownership,
  reports of changes in ownership and annual reports concerning their ownership
  of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
  Executive officers, directors and greater than 10% shareholders are required
  by the Securities and Exchange Commission regulations to furnish our company
  with copies of all Section 16(a) reports they file.

To the best of our knowledge, all executive officers, directors
  and greater than 10% shareholders filed the required reports in a timely manner.

Item 10. Executive Compensation.

Summary Compensation Table

|Name and   | Fiscal | Salary | Bonus | Other annual | Restricted | Securities | LTIP    | All other   
|---------- | ------ | ------ | ----- | ------------ | ---------- | ---------- | ------- | ------------
|principal  | Year   |        |       | compensation | stock      | underlying | payouts | compensation
|position   |        |        |       |              | award(s)   | options/   |         |             
|           |        |        |       |              |            | SARs       |         |             
|           |        |        |       |              |            |            |         |             
|Gordon     | 2003   | 0      | 0     | 0            | 0          | 0          | 0       | $17,940     
|William    | 20021  | 0      | 0     | 0            | 0          | 0          | 0       | $0          
|Watts,     |        |        |       |              |            |            |         |             
|Director,  |        |        |       |              |            |            |         |             
|President  |        |        |       |              |            |            |         |             
|James      | 2003   | 0      | 0     | 0            | 0          | 0          | 0       | $18,000     
|Gordon     | 20021  | 0      | 0     | 0            | 0          | 0          | 0       | $0          
|Watts,     |        |        |       |              |            |            |         |             
|Director,  |        |        |       |              |            |            |         |             
|Secretary, |        |        |       |              |            |            |         |             
|Treasurer  |        |        |       |              |            |            |         |             
|Frank      | 2003   | 0      | 0     | 0            | 0          | 0          | 0       | $18,000     
|Bartek,    | 20021  | 0      | 0     | 0            | 0          | 0          | 0       | $0          
|Director   |        |        |       |              |            |            |         |             

---

---

There has been no cash payment paid to the executive officers
  for services rendered in all capacities to us for the period from incorporation
  in January 2002 through March 31, 2003. There has been no compensation awarded
  to, earned by, or paid to the executive officers by any person for services
  rendered in all capacities to us for the fiscal period ended March 31, 2003.
  The directors have been deemed to have received compensation in the form of
  the difference between the price they paid for their shares in June 2002, and
  the price the shares were offered by Wood Products to the public by way of its
  registration on Form SB-2.

Stock Option Grants

Wood Products did not grant any stock options to the executive
  officers during the most recent fiscal year ended March 31, 2003. Wood Products
  has also not granted any stock options to the executive officers since incorporation,
  January 8, 2002.

Employment Agreements

There are no employment agreements

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table provides the names and addresses of each
  person known to Wood Products to own more than 5% of the outstanding common
  stock as of June 25, 2003, and by the officers and directors, individually and
  as a group. Except as otherwise indicated, all shares are owned directly.

|Title of class     | Name and address of beneficial owner                                                                               | Amount of beneficial
      ownership | Percent of
      class
|------------------ | ------------------------------------------------------------------------------------------------------------------ | ------------------------------------ | ----------------------
|Common
      Stock | Gordon Watts
      8360 Fairfax Place, Richmond, B.C. 
      Canada, V7C 3Z1                                       | 300,000 shares                       | 8.9%                  
|Common
      Stock | James Watts,
      P.O. Box 64, Whistler, B.C. 
      Canada, V0N 1B0                                              | 300,000 shares                       | 8.9%                  
|Common
      Stock | Frank Bartek
      Georg-August-Moller-SH-92, 
      Bad Hersfeld, 36251, German                                   | 300,000 shares                       | 8.9%                  
|Common
      Stock | All Officers and Directors as a Group
      that consists of 3 people.                                             | 900,000 shares                       | 26.7%                 
|Common
      Stock | Nanuk Warman & Onelis Estevez
      Leyva 
      #506 - 3495 Cambie Street, 
      Vancouver, B.C. Canada, V5Z 4R3 | 200,000 shares                       | 5.9%                  
|Common
      Stock | Tanis Cornwall & Robert Lalich
      14846 Roper Ave., White Rock, B.C. 
      Canada, V4B 2E2                     | 175,000 shares                       | 5.2%                  

---

The percent of class is based on 3,375,000 shares of common
  stock issued and outstanding as of June 25, 2003. There are no shares of common
  stock subject to options or warrants currently exercisable or exercisable within
  60 days.

Change in Control

We are unaware of any contract or other arrangement, the operation
  of which may, at a subsequent date, result in a change of control of our company.

Item 12. Certain Relationships and Related Transactions.

Except as discussed above, there have been no transactions,
  or proposed transactions, which have materially affected or will materially
  affect us in which any director, executive officer or beneficial holder of more
  than 10% of the outstanding common stock, or any of their respective relatives,
  spouses, associates or affiliates, has had or will have any direct or material
  indirect interest.

Item 13. Exhibits and Reports on Form 8-K

Exhibits

|Exhibit No. | Document                  | Location        
|----------- | ------------------------- | ----------------
|            |                           |                 
|3.1         | Articles of Incorporation | Previously Filed
|3.2         | Bylaws                    | Previously filed

Reports on Form 8-K

No reports on Form 8-K have been filed during the last quarter of the year ended March 31, 2003.

Financial Statements Filed as Part of the Annual Report:

The following Financial Statements pertaining to Wood Products are filed as
  part of this annual report:

| | Independent Auditors' Report  BDO Dunwoody LLP, dated May 23,
        2003
      Balance Sheets as at March 31, 2003 and 2002
      Statement of Changes in Stockholders' Equity (Capital Deficit) for the
        period from January 8, 2002 (incorporation) to March 31, 2003
      Statements of Operations for the period from January 8, 2002 (incorporation)
        to March 31, 2003, for the year ended March 31, 2003 and the period from
        January 8, 2002 (incorporation) to March 31, 2002
      Statements of Cash Flows for the period from January 8, 2002 (incorporation)
        to March 31, 2003, for the year ended March 31, 2003 and the period from
        January 8, 2002 (incorporation) to March 31, 2002
      Summary of Significant Accounting Policies
      Notes to the Financial Statements
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 14. Controls and Procedures

Our management, which includes our President and Chief Financial
  Officer, has conducted an evaluation of the effectiveness of our disclosure
  controls and procedures (as defined in Rule 13a-14(c) promulgated under the
  Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation
  Date") within

---

90 days prior to the filing date of this report. Based upon
  that evaluation, our management has concluded that our disclosure controls and
  procedures are effective for timely gathering, analysing and disclosing the
  information we are required to disclose in our reports filed under the Securities
  Exchange Act of 1934, as amended. There have been no significant changes made
  in our internal controls or in other factors that could significantly affect
  our internal controls subsequent to the Evaluation Date.

Signatures

In accordance with Section 13 or 15(d) of the Exchange Act,
  the registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

WOOD PRODUCTS, INC.

/s/ Gordon William WattsGordon William Watts, President 
  Dated: June 27, 2003

In accordance with the Exchange Act, this report has been signed
  below by the following persons on behalf of the registrant and in the capacities
  and on the dates indicated.

/s/ Gordon William WattsGordon William Watts, President, Director 
  Dated: June 27, 2003

/s/ James Gordon WattsJames Gordon Watts, Secretary/Treasurer, Director 
  Dated: June 27, 2003

/s/ Frank BartekFrank Bartek, Director 
  Dated: June 27, 2003



---

CERTIFICATION PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
  (18 U.S.C. SECTION 1350)

In connection with the Annual Report of Wood Products, Inc.,
  a Nevada corporation (the Company), on Form 10-KSB for the year
  ending March 31, 2003, as filed with the Securities and Exchange Commission
  (the Report), I, Gordon Watts, President of the Company, certify,
  pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350),
  that to my knowledge:

(1) The Report fully complies
  with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
  of 1934; and

(2) The information contained
  in the Report fairly presents, in all material respects, the financial condition
  and result of operations of the Company.

/s/ Gordon William Watts 
  Gordon William Watts 
  President

---

CERTIFICATION PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
  (18 U.S.C. SECTION 1350)

In connection with the Annual Report of Wood Products, Inc.,
  a Nevada corporation (the Company), on Form 10-KSB for the year
  ending March 31, 2003, as filed with the Securities and Exchange Commission
  (the Report), I, James Watts, Chief Financial Officer of the Company,
  certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
  § 1350), that to my knowledge:

(1) The Report fully complies
  with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
  of 1934; and

(2) The information contained
  in the Report fairly presents, in all material respects, the financial condition
  and result of operations of the Company.

/s/ James Gordon Watts 
  James Gordon Watts 
  CFO

---

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Gordon William Watts, certify that:

1. I have reviewed this annual
  report on Form 10-KSB of Wood Products, Inc. for the year ended March 31, 2003;

2. Based on my knowledge, this
  annual report does not contain any untrue statement of a material fact or omit
  to state a material fact necessary to make the statements made, in light of
  the circumstances under which such statements were made, not misleading with
  respect to the period covered by this annual report;

3. Based on my knowledge, the
  financial statements, and other financial information included in this annual
  report, fairly present in all material respects the financial condition, results
  of operations and cash flows of the registrant as of, and for, the periods presented
  in this annual report.

4. The registrants other
  certifying offering officers and I are responsible for establishing and maintaining
  disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
  and 15d-14) for the registrant and we have: a) designed such disclosure controls
  and procedures to ensure that material information relating to the registrant,
  including its consolidated subsidiaries, is made known to us by others within
  those entities, particularly during the period in which this annual report is
  being prepared; b) evaluated the effectiveness of the registrant's disclosure
  controls and procedures as of a date within 90 days prior to the filing date
  of this annual report (the "Evaluation Date"); and c) presented in this annual
  report our conclusions about the effectiveness of the disclosure controls and
  procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying
  officers and I have disclosed, based on our most recent evaluation, to the registrant's
  auditors and the audit committee of registrant's board of directors (or persons
  performing the equivalent function): a) all significant deficiencies in the
  design or operation of internal controls which could adversely affect the registrant's
  ability to record, process, summarize and report financial data and have identified
  for the registrant's auditors any material weaknesses in internal controls;
  and b) any fraud, whether or not material, that involves management or other
  employees who have a significant role in the registrant's internal controls;
  and

6. The registrant's other certifying
  officers and I have indicated in this annual report whether or not there were
  significant changes in internal controls or in other factors that could significantly
  affect internal controls subsequent to the date of our most recent evaluation,
  including any corrective actions with regard to significant deficiencies and
  material weaknesses.

Date: June 27, 2003_

/s/ Gordon William Watts 
  Gordon William Watts 
  President

---

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, James Gordon Watts, certify that:

1. I have reviewed this annual
  report on Form 10-KSB of Wood Products, Inc. for the year ended March 31, 2003;

2. Based on my knowledge, this
  annual report does not contain any untrue statement of a material fact or omit
  to state a material fact necessary to make the statements made, in light of
  the circumstances under which such statements were made, not misleading with
  respect to the period covered by this annual report;

3. Based on my knowledge, the
  financial statements, and other financial information included in this annual
  report, fairly present in all material respects the financial condition, results
  of operations and cash flows of the registrant as of, and for, the periods presented
  in this annual report.

4. The registrants other
  certifying offering officers and I are responsible for establishing and maintaining
  disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
  and 15d-14) for the registrant and we have: a) designed such disclosure controls
  and procedures to ensure that material information relating to the registrant,
  including its consolidated subsidiaries, is made known to us by others within
  those entities, particularly during the period in which this annual report is
  being prepared; b) evaluated the effectiveness of the registrant's disclosure
  controls and procedures as of a date within 90 days prior to the filing date
  of this annual report (the "Evaluation Date"); and c) presented in this annual
  report our conclusions about the effectiveness of the disclosure controls and
  procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying
  officers and I have disclosed, based on our most recent evaluation, to the registrant's
  auditors and the audit committee of registrant's board of directors (or persons
  performing the equivalent function): a) all significant deficiencies in the
  design or operation of internal controls which could adversely affect the registrant's
  ability to record, process, summarize and report financial data and have identified
  for the registrant's auditors any material weaknesses in internal controls;
  and b) any fraud, whether or not material, that involves management or other
  employees who have a significant role in the registrant's internal controls;
  and

6. The registrant's other certifying
  officers and I have indicated in this annual report whether or not there were
  significant changes in internal controls or in other factors that could significantly
  affect internal controls subsequent to the date of our most recent evaluation,
  including any corrective actions with regard to significant deficiencies and
  material weaknesses.

Date: June 27, 2003__

/s/ James Gordon Watts 
  James Gordon Watts 
  Secretary/Treasurer

---