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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 
  Date of Report: March 31, 2004

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

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

**Suite 186  8120 #2 Road, Richmond, BC, Canada,
  V7C 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, 2004.

 ̈ 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:
  Common

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  ̈

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. $62,370,000

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 10,
  2004, the issuer had 33,750,000 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 no employees and
  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

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finishing materials such as interior doors, trims, closet
  shelving, kitchen and bathroom cabinets and 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.

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

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, 2004, 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.

Wood Products stock is currently traded on the OTC Bulletin
  Board under the Symbol WPRO. The table below sets forth the high and low bid
  prices of the Common stock of the Company as reported by NASDAQ. The quotations
  reflect inter-dealer prices, without retail mark-up, mark-down, or commissions
  and may not necessarily represent actual transactions. There is an absence of
  an established trading market for the Company's common stock, as the market
  is limited, sporadic, and highly volatile. The absence of an active market may
  have an effect upon the high and low price as reported.

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|           | High Bid | Low Bid
|---------- | -------- | -------
|           |          |        
|2004       |          |        
|1stquarter | n/a      | n/a    
|2ndquarter | n/a      | n/a    
|3rdquarter | n/a      | n/a    
|4thquarter | $9.00    | $3.00  

Holders of the Common Stock

The Company effectuated a ten-for-one stock split on April
  22, 2004. As of March 31, 2004, 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.

Item 6. Managements Discussion and Analysis or
  Plan of Operation.

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.

During the next twelve-month period of operations, Wood Products
  will concentrate its efforts on website development and soliciting building
  contractors through the homebuilders association lists. As at March 31,
  2004, Wood Products has spent $3,504 on website development, including costs
  for completion of layout, colors, links and navigational functions (the website
  can be viewed at www.woodproductscanada.com). Of which, $1,082 (net of amortizationi)
  has been capitalized on the Balance Sheet as website development costs). 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.

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

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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 has sufficient funds for the next six (6) months of operations.
  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, 2004, Wood Products had $6,297 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 an operating loss in its
  initial two years of operations.

Wood Products has considered strategic partnerships and other
  business combinations to generate potential revenue over the next twelve months.
  The Company has signed a Memorandum of Understanding to acquire certain industrial
  assets belonging to an industrial group located in Asia through the issuance
  of the Companys common shares. The proposed Mainland China acquisition
  includes controlling interests in several heavy-industrial infrastructure companies.
  The Company continues to undertake due diligence with respect to this transaction.
  Until and unless a formal agreement is reached to acquire these assets, management
  can provide no assurances that this undertaking will be completed. While other
  potential business combinations are considered, management has no ongoing discussions
  regarding specific projects.

Wood Products SB-2A 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.

New Accounting Pronouncement

In January 2003, the FASB issued FIN No. 46, "Consolidation
  of Variable Interest Entities, an Interpretation of ARB 51." The primary objectives
  of FIN No. 46 are to provide guidance on the identification of entities for
  which control is achieved through means other than voting rights (variable interest
  entities or "VIEs") and how to determine when and which business enterprise
  should consolidate the VIE. This new model for consolidation applies to an entity
  for which either: (1) the equity investors do not have a controlling financial
  interest; or (2) the equity investment at risk is insufficient to finance that
  entitys activities without receiving additional subordinated financial
  support from other parties. In addition, FIN No. 46 requires that both the primary
  beneficiary and all other enterprises with a significant variable interest in
  a VIE make additional disclosures. As amended in December 2003, the effective
  dates of FIN No. 46 for public entities that are small business issuers, as
  defined ("SBIs"), are as follows: (a) For interests in special-purpose entities:
  periods ended after December 15, 2003; (b) For all VIEs created before January
  31, 2003: periods ending after December 15, 2004; and (c) For all VIEs created
  after January 31, 2003, FIN 46 is applicable immediately. The December 2003
  amendment of FIN No. 46 also includes transition provisions that govern how
  an SBI which previously adopted the pronouncement (as it was originally issued)
  must account for consolidated VIEs.

The implementation of this new standard is not expected to
  have a material effect on the Companys financial statements

On May 15, 2003, the FASB issued SFAS No. 150, "Accounting
  for Certain Financial Instruments with Characteristics of both Liabilities and
  Equity". SFAS No. 150 changes the accounting for certain financial instruments
  that, under previous guidance, could be classified as equity or "mezzanine"
  equity, by now requiring those instruments to be classified as liabilities (or
  assets in some circumstances) in the statement of financial position. Further,
  SFAS No. 150 requires disclosure regarding the terms of those instruments and
  settlement alternatives. SFAS No. 150 affects an entity's classification of
  the following freestanding instruments: a) Mandatorily redeemable instruments
  b) Financial instruments to repurchase an entity's own equity instruments c)
  Financial instruments embodying obligations that the issuer must or

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could choose to settle by issuing a variable number of its
  shares or other equity instruments based solely on (i) a fixed monetary amount
  known at inception or (ii) something other than changes in its own equity instruments
  d) SFAS No. 150 does not apply to features embedded in a financial instrument
  that is not a derivative in its entirety. The guidance in SFAS No. 150 is generally
  effective for all financial instruments entered into or modified after May 31,
  2003, and is otherwise effective at the beginning of the first interim period
  beginning after June 15, 2003.

The implementation of this new standard did not have a material
  effect on the Companys financial statements

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.

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

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| | Wood Products, Inc. (A Development Stage Company) 
      Financial Statements For the years ended March 31, 2004 and
      2003
      and the period from January 8, 2002 (inception) to 
      March 31, 2004
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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, 2004 and 2003 and the Statements
  of Changes in Stockholders Equity (Capital Deficit), Operations and Cash
  Flows for the years then ended and the cumulative period from January 8, 2002
  (inception) to March 31, 2004. 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 the standards of
  the Public Company Accounting Oversight Board (United States). 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, 2004 and 2003 and the results of its operations
  and its cash flows for the years then ended and the cumulative period from January
  8, 2002 (inception) to March 31, 2004 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 $142,377 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 
  June 9, 2004

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

|March 31                                                           | 2004 |          | 2003
|------------------------------------------------------------------ | ---- | -------- | ----
|                                                                   |      |          |     
|Assets                                                             |      |          |     
|                                                                   |      |          |     
|Current                                                            |      |          |     
|Cash                                                               | $    | 6,297    |     
|Prepaid expense                                                    |      | 390      |     
|                                                                   |      | 6,687    |     
|                                                                   |      |          |     
|Website development costs (Note 2)                                 |      | 1,082    |     
|                                                                   |      |          |     
|Total Assets                                                       | $    | 7,769    |     
|                                                                   |      |          |     
|Liabilities and Stockholders Equity (Capital Deficit)             |      |          |     
|                                                                   |      |          |     
|Liabilities                                                        |      |          |     
|                                                                   |      |          |     
|Current                                                            |      |          |     
|Accounts payable and accrued liabilities                           | $    | 9,824    |     
|Due to stockholder (Note 3)                                        |      | 25,671   |     
|                                                                   |      |          |     
|Total liabilities                                                  |      | 35,495   |     
|                                                                   |      |          |     
|Stockholders Equity (Capital Deficit)                             |      |          |     
|Share capital                                                      |      |          |     
|Authorized                                                         |      |          |     
|100,000,000 common
      shares with par value $0.001              |      |          |     
|Issued and outstanding                                             |      |          |     
|33,750,000
      common shares                                     |      | 33,750   |     
|Additional paid-in capital                                         |      | 80,901   |     
|Deficit accumulated in the development stage                       |      | (142,377 | )   
|                                                                   |      |          |     
|Total stockholders
      equity (capital deficit)                 |      | (27,726  | )   
|                                                                   |      |          |     
|Total Liabilities and Stockholders Equity
      (Capital Deficit) | $    | 7,769    |     

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

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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, 2004 |              
|----------------------------------------------------------------------- | -------------
|                                                                        |              
|                                                                        |              
|                                                                        |              
|                                                                        | Common Shares
|                                                                        |              
|                                                                        | Shares       
|                                                                        |              
|Issuance of common shares                                               |              
|at $0.0001 per share on inception                                       | 10,000       
|                                                                        |              
|Shares to be issued (Note 5)                                            | -            
|                                                                        |              
|Net loss for the period                                                 | -            
|                                                                        |              
|Balance, March 31, 2002                                                 | 10,000       
|                                                                        |              
|Issuance of common shares                                               |              
|at $0.001 per share (Note 5)                                            | 24,750,000   
|                                                                        |              
|Issuance of common shares                                               |              
|at $0.004 per share (Note 5)                                            | 8,990,000    
|                                                                        |              
|Compensation expense for shares                                         |              
|issued below market price                                               | -            
|(Note 6)                                                                |              
|                                                                        |              
|Net loss for the year                                                   | -            
|                                                                        |              
|Balance, March 31, 2003                                                 | 33,750,000   
|Net loss for the year                                                   | -            
|                                                                        |              
|Balance, March 31, 2004                                                 | 33,750,000   

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 Operations 
  (Stated in US Dollars)

|                                    |                             |            |             |   |            |   | For the           |         
|----------------------------------- | --------------------------- | ---------- | ----------- | - | ---------- | - | ----------------- | --------
|                                    |                             |            |             |   |            |   | period from       |         
|                                    |                             |            |             |   |            |   | January 8, 2002   |         
|                                    | For the year ended March 31 |            | (inception) |  
|                                    |                             | 2004       |             |   | 2003       |   | to March 31, 2004 |         
|                                    |                             |            |             |   |            |   | (Cumulative)      |         
|Expenses                            |                             |            |             |   |            |   |                   |         
|Compensation expense (Note 6)       | $                           | -          |             | $ | 53,940     |   | $                 | 53,940  
|Office and administration           |                             | 6,347      |             |   | 5,494      |   |                   | 11,859  
|Professional fees                   |                             | 21,068     |             |   | 45,961     |   |                   | 74,156  
|Website development                 |                             | 680        |             |   | 1,742      |   |                   | 2,422   
|                                    |                             |            |             |   |            |   |                   |         
|Net loss for the period             | $                           | (28,095    | )           | $ | (107,137   | ) | $                 | (142,377
|                                    |                             |            |             |   |            |   |                   |         
|Basic and diluted loss per share    | $                           | (0.00      | )           | $ | (0.00      | ) |                   |         
|                                    |                             |            |             |   |            |   |                   |         
|Weighted average shares outstanding |                             | 33,750,000 |             |   | 22,503,330 |   |                   |         

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           |         
|------------------------------------------------------ | --------------------------- | ------- | ----------- | - | -------- | - | ----------------- | --------
|                                                       |                             |         |             |   |          |   | Period from       |         
|                                                       |                             |         |             |   |          |   | January 8, 2002   |         
|                                                       | For the year ended March 31 |         | (inception) |  
|                                                       |                             | 2004    |             |   | 2003     |   | to March 31, 2004 |         
|                                                       |                             |         |             |   |          |   | (Cumulative)      |         
|                                                       |                             |         |             |   |          |   |                   |         
|Operating activities                                   |                             |         |             |   |          |   |                   |         
|Net loss for the period                                | $                           | (28,095 | )           | $ | (107,137 | ) | $                 | (142,377
|Adjustments to reconcile net loss
      for the period |                             |         |             |   |          |   |                   |         
|to cash used in operating activities                   |                             |         |             |   |          |   |                   |         
|Amortization                                           |                             | 680     |             |   | 276      |   |                   | 956     
|Non-cash
      compensation expense                    |                             | -       |             |   | 53,940   |   |                   | 53,940  
|Increase
      in prepaid expense                      |                             | (390    | )           |   | -        |   |                   | (390    
|Increase
      (decrease) in accounts payable and      |                             |         |             |   |          |   |                   |         
|accrued
      liabilities                              |                             | (750    | )           |   | 4,447    |   |                   | 9,824   
|                                                       |                             |         |             |   |          |   |                   |         
|Cash
      used in operating activities                |                             | (28,555 | )           |   | (48,474  | ) |                   | (78,047 
|                                                       |                             |         |             |   |          |   |                   |         
|Financing activities                                   |                             |         |             |   |          |   |                   |         
|Advances from (repayment of amounts due to)            |                             | 25,671  |             |   | (1,199   | ) |                   | 25,671  
|stockholder                                            |                             |         |             |   |          |   |                   |         
|Proceeds from subscriptions and issuance of            |                             |         |             |   |          |   |                   |         
|common shares                                          |                             | -       |             |   | 59,960   |   |                   | 60,711  
|                                                       |                             |         |             |   |          |   |                   |         
|Cash
      provided by financing activities            |                             | 25,671  |             |   | 58,761   |   |                   | 86,382  
|                                                       |                             |         |             |   |          |   |                   |         
|Investing activity                                     |                             |         |             |   |          |   |                   |         
|Increase in deferred website development
      costs   |                             | -       |             |   | (2,038   | ) |                   | (2,038  
|                                                       |                             |         |             |   |          |   |                   |         
|Increase (decrease) in cash                            |                             | (2,884  | )           |   | 8,249    |   |                   | 6,297   
|                                                       |                             |         |             |   |          |   |                   |         
|Cash, beginning of period                              |                             | 9,181   |             |   | 932      |   |                   | -       
|                                                       |                             |         |             |   |          |   |                   |         
|Cash, end of period                                    | $                           | 6,297   |             | $ | 9,181    |   | $                 | 6,297   
|                                                       |                             |         |             |   |          |   |                   |         
|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, 2004 and 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.
      The Company has effectuated a 10:1 forward stock-split
        in April 2004 (Note 5). The financial statements have been adjusted retroactively
        to account for the stock split.                                                                             
|--------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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 and amounts due to stockholder.
        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 year. The Company
        has effectuated a 10:1 forward stock-split in June 2004. Loss per share
        for period presented have been adjusted retroactively to account for the
        stock-split. Diluted loss per share equals basic loss per share at March
        31, 2004 and 2003 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, 2004 and 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 January 2003, the FASB issued FIN No. 46, "Consolidation
        of Variable Interest Entities, an Interpretation of ARB 51." The primary
        objectives of FIN No. 46 are to provide guidance on the identification
        of entities for which control is achieved through means other than voting
        rights (variable interest entities or "VIEs") and how to determine when
        and which business enterprise should consolidate the VIE. This new model
        for consolidation applies to an entity for which either: (1) the equity
        investors do not have a controlling financial interest; or (2) the equity
        investment at risk is insufficient to finance that entitys activities
        without receiving additional subordinated financial support from other
        parties. In addition, FIN No. 46 requires that both the primary beneficiary
        and all other enterprises with a significant variable interest in a VIE
        make additional disclosures. As amended in December 2003, the effective
        dates of FIN No. 46 for public entities that are small business issuers,
        as defined ("SBIs"), are as follows: (a) For interests in special-purpose
        entities: periods ended after December 15, 2003; (b) For all VIEs created
        before January 31, 2003: periods ending after December 15, 2004; and (c)
        For all VIEs created after January 31, 2003, FIN 46 is applicable immediately.
        The December 2003 amendment of FIN No. 46 also includes transition provisions
        that govern how an SBI which previously adopted the pronouncement (as
        it was originally issued) must account for consolidated VIEs.
      The implementation of this new standard is not
        expected to have a material effect on the Companys financial statements.

---

Wood Products, Inc. (A Development Stage Company)Summary of Significant Accounting Policies

(Stated in US Dollars)

March 31, 2004 and 2003

|New Accounting
      Pronouncements
      Continued | On May 15, 2003, the FASB issued SFAS No. 150, "Accounting
        for Certain - Financial Instruments with Characteristics of both Liabilities
        and Equity". SFAS No. 150 changes the accounting for certain financial
        instruments that, under previous guidance, could be classified as equity
        or "mezzanine" equity, by now requiring those instruments to be classified
        as liabilities (or assets in some circumstances) in the statement of financial
        position. Further, SFAS No. 150 requires disclosure regarding the terms
        of those instruments and settlement alternatives. SFAS No. 150 affects
        an entity's classification of the following freestanding instruments:
        a) Mandatorily redeemable instruments b) Financial instruments to repurchase
        an entity's own equity instruments c) Financial instruments embodying
        obligations that the issuer must or could choose to settle by issuing
        a variable number of its shares or other equity instruments based solely
        on (i) a fixed monetary amount known at inception or (ii) something other
        than changes in its own equity instruments d) SFAS No. 150 does not apply
        to features embedded in a financial instrument that is not a derivative
        in its entirety. The guidance in SFAS No. 150 is generally effective for
        all financial instruments entered into or modified after May 31, 2003,
        and is otherwise effective at the beginning of the first interim period
        beginning after June 15, 2003.
      The implementation of this new standard did
        not have a material effect on the Companys financial statements
|--------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Wood Products, Inc. (A Development Stage Company)Notes to the Financial Statements

(Stated in US Dollars)

March 31, 2004 and 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, 2004, the Company has no established source
        of revenue, has accumulated operating losses of $142,377 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 as well as certain advances from the Companys
        President in 2004 are 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. In the event that the Company is unsuccessful in raising
        additional equity financing, deficiencies in capital requirement will
        likely be covered by loans and advances from our directors until such
        time that we can attract additional equity. 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      |      |       |      |   |       |  
|-- | ------------------------------ | ---- | ----- | ---- | - | ----- | -
|   |                                | 2004 |       | 2003 |  
|   |                                |      |       |      |   |       |  
|   | Direct costs                   | $    | 2,038 |      | $ | 2,038 |  
|   | Less: accumulated amortization |      | (956  | )    |   | (276  | )
|   |                                |      |       |      |   |       |  
|   |                                | $    | 1,082 |      | $ | 1,762 |  

|3. | Due to Stockholder
      The amounts due to a stockholder are unsecured, non-interest bearing
        and repayable on demand. As at March 31, 2004, the amount of $25,671 (2003
        $Nil) was owed to the President of the Company.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Wood Products, Inc. (A Development Stage Company)Notes to the Financial Statements

(Stated in US Dollars)

March 31, 2004 and 2003

|4. | Income Taxes
      The tax effects of temporary differences that give rise to the Companys
        deferred tax assets are as follows:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------

2004
      
      2003Net operating losses
      $
      30,068
      
      $
      20,516Valuation allowance
      
      (30,068
      )
      
      (20,516
      )Deferred tax asset (liability)
      $
      -
      
      $
      -


| | The provision for income taxes differs from the amount computed using
      the federal statutory income tax rate as follows:
| | -----------------------------------------------------------------------------------------------------------------------------

For the year ended March 312004
      
      
      2003Provision (benefit) at the federal statutory rate
      $
      (9,552
      )
      $
      (36,426
      )Compensation expense
      
      -
      
      
      18,340Increase in valuation allowance
      
      9,552
      
      
      18,086$
      -
      
      $
      -


| | At March 31, 2004, the Company had losses available
        for income tax purposes of approximately $90,000 which, if not used, will
        expire in 2023 and 2024.
      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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Wood Products, Inc. (A Development Stage Company)Notes to the Financial Statements

(Stated in US Dollars)

March 31, 2004 and 2003

|5. | Share Capital
      In February 2002, stock subscriptions for 750,000 shares
        of common stock were received for an issuance price of $0.001 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 32,990,000 shares of the
        Companys common stock. Stock subscriptions of $24,000 for 24,000,000
        shares of common stock were received in May 2002 for an issuance price
        of $0.001 per share. Stock subscriptions of $35,960 for an additional
        8,990,000 shares of common stock were received from directors (Note 6)
        in June 2002 for an issuance price of $0.004 per share
      The shares were issued in July 2002.
      Subsequent to March 31, 2004, the Board of Directors
        approved a forward stock-split on a 10:1 basis such that immediately following
        the forward stock-split, the number of outstanding common shares of the
        Company increased from 3,375,000 shares to 33,750,000 shares. The effective
        date for the forward stock-split was April 22, 2004. The financial statements
        have been adjusted retroactively to account for the stock-split.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | Compensation Expense
      The Company entered into stock subscription agreements
        with its directors in June 2002 to issue 8,990,000 shares of the Companys
        stock at $0.004 per share for total proceeds of $35,960 (Note 5). During
        the year ended March 31, 2003, the Company has recorded additional paid-in
        capital of $53,940 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. Not applicable.

Item 8A. 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 March 31, 2004 (the "Evaluation
  Date"). 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 (that occurred during the small business issuers
  last fiscal quarter) or in other factors that could significantly affect our
  internal controls subsequent to the Evaluation Date.

PART III

Item 9. Directors, Executive Officers, Promoters and
  Control Persons; Compliance with Section

16(a) of the Exchange Act

Wood Products executive officers and directors and their
  respective ages as of August 15, 2002, are as follows:

Directors:

| | Name of Director     | Age | 
| | -------------------- | --- | 
| | Gordon William Watts | 69  | 
| | James Gordon Watts   | 41  | 
| | Frank Bartek         | 48  | 

Executive Officers:

| | Name of Officer      | Age | Office                      
| | -------------------- | --- | ----------------------------
| | Gordon William Watts | 69  | President                   
| | James Gordon Watts   | 41  | CFO, Secretary and Treasurer

The term of office for each director is one year, or until
  the next annual meeting of the shareholders.

Gordon Watts, President, Member of the Board of Directors,
  age 69.

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 41, 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 48.

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

N/A

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.

---

Audit Committee Financial Expert

Our board of directors has determined that none of the audit
  committee members can be classified as an "audit committee financial expert"
  as defined in Item 401(e) of Regulation S-B. Our board of directors does not
  contain a member that can be classified as an "audit committee financial
  expert" under the referenced definition. Our board of directors believes
  that attracting and retaining board members that could be classified as an "audit
  committee financial expert" is unlikely due to the high cost of such director
  candidates.

**Code of Ethics**
  The registrant has not adopted a code of ethics but is in the process of developing
  and finalizing such code that will apply to the President and the Secretary
  and Treasurer.

**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/   |         | (1)         
|           |        |        |       |              |            | SARs       |         |             
|Gordon     | 2004   | 0      | 0     | 0            | 0          | 0          | 0       | $17,940     
|William    |        |        |       |              |            |            |         |             
|Watts,     |        |        |       |              |            |            |         |             
|Director,  |        |        |       |              |            |            |         |             
|President  |        |        |       |              |            |            |         |             
|James      | 2004   | 0      | 0     | 0            | 0          | 0          | 0       | $18,000     
|Gordon     |        |        |       |              |            |            |         |             
|Watts,     |        |        |       |              |            |            |         |             
|Director,  |        |        |       |              |            |            |         |             
|Secretary, |        |        |       |              |            |            |         |             
|Treasurer  |        |        |       |              |            |            |         |             
|Frank      | 2004   | 0      | 0     | 0            | 0          | 0          | 0       | $18,000     
|Bartek,    |        |        |       |              |            |            |         |             
|Director   |        |        |       |              |            |            |         |             

(1) Include compensation expenses totaling $53,940, being
  the difference between the subscription price of the 8,990,000 shares issued
  to directors and the price being offered to the public.

There has been no cash payment paid to the executive officers
  for services rendered in all capacities to us for the fiscal period ended March
  31, 2004. 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, 2004. 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, 2004. 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

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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 March 31, 2004, 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 33,750,000 shares of common
  stock issued and outstanding as of June 10, 2004.

Item 12. Certain Relationships and Related Transactions.

No persons who may, in the future, be considered a promoter
  will receive or expect to receive assets, services or other consideration from
  us. No assets will be or are expected to be acquired from any promoter on behalf
  of our company. We have not entered into any agreements that require disclosure
  to our shareholders.

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
|31.1        | Certification of President under
      Section 302 of the Sarbanes-Oxley Act | Included        
|31.2        | Certification of CFO under Section 302 of the
      Sarbanes-Oxley Act       | Included        
|32.1        | Certification of President under Section 906
      of the Sarbanes-Oxley Act | Included        
|32.2        | Certification of CFO under Section
      906 of the Sarbanes-Oxley Act       | Included        

Reports on Form 8-K

No reports on Form 8-K have been filed during the last quarter of the year
  ended March 31, 2004.

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Item 14. Principle Accountant Fees and Services

BDO Dunwoody LLP has served as the Company's Principal Accountant since 2002.
  Their pre-approved fees billed to the Company are set forth below:

|Principal Accountant Service (1) | For the fiscal year ended March 31, 2004 | For the fiscal year ended March 31, 2003
|-------------------------------- | ---------------------------------------- | ----------------------------------------
|Audit Fees                       | $6,000                                   | $10,300                                 
|Audit Related Services           | -                                        | -                                       
|Tax Fees                         | -                                        | $1,000                                  
|All Other Fees                   | -                                        | -                                       

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 Watts
  Gordon William Watts, President
  Dated: June 29, 2004

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 Watts
  Gordon William Watts, President, Director 
  Dated: June 29, 2004

/s/ James Gordon Watts
  James Gordon Watts, Secretary/Treasurer, Director
  Dated: June 29, 2004

/s/ Frank Bartek
  Frank Bartek, Director 
  Dated: June 29, 2004

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