---

**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

For the fiscal year ended: **March 31, 2005**

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

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

**You Yi Cun Liuying Park No. 8, Huangsi Daje, Beijing,
  PRC 100011**
  (Address of principal executive offices)

Registrant’s telephone number: **011 86 13910109382**

(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, 2005.

 ̈ 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 stock**

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

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

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

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

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. $2,005,080 (28,644,000
  common shares at $0.07 per share, average of bid and ask price on July 28,
  2005.)

State the number of shares outstanding of each of the issuer’s
  classes of common equity, as of the latest practicable date. As of July 31,
  2005, the issuer had 33,750,000 shares of common stock issued and outstanding.

---

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.

On July 21, 2004, the Board of Directors approved in principle
  the acquisition of 100% of the outstanding shares of Harper & Harper, Ltd.
  The sole asset of Harper & Harper, Ltd. consists of its interest in a contract
  to purchase a fully-funded 28% interest in Shijiazhaung Dongfang Thermoelectric
  Group Company Limited ("Dongfang") which has numerous interests in mainland
  China, including power plants, coal mines, cement manufacturing plant and building
  materials company. The Company and Harper & Harper, Ltd. have executed a
  formal written agreement with the closing scheduled to coincide with the execution
  of the Share Transfer Agreement between the City of Shijuazhuang and Harper
  & Harper, Ltd. While management has no reason to believe that the transaction
  will not be completed, until and unless the Share Transfer Agreement is executed,
  management can provide no assurances that this undertaking will be completed.

In anticipation of the acquisition of Harper & Harper,
  Ltd. the Company’s management changed as follows: Gordon William Watts
  and James Gordon Watts resigned as the President and Chief Financial Officer
  of the Company. Both Gordon and James Watts as well as Mr. Frank Bartek also
  resigned as directors of the Company in July 2004. Chris Harper, Alexander Chen
  and Michael J Harrop became the directors and officers of the Company.

In August and September 2004, Harper & Harper Ltd. assigned
  its rights to acquire interests in Zhong Huan Water Treatment Construction Co.,
  Ltd. and North Space Steel Structure Co., Ltd. to Wood Products as described
  elsewhere in Item 6, Management’s Discussion and Analysis or Plan of Operation.

---

In light of these pending acquisitions and transactions, the
  Company plans to discontinue its pursuit in the packaged home business and to
  continue developing its interest in China through the abovementioned projects.

On April 22, 2004, the Company effectuated 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.

In December 2004, subject to regulatory and shareholders’
  approval, the Company applied to change its name to China Industrial Corporation.

Business of Issuer

Prior to the changes in management, Wood Products’ objective
  was to pursue the assembly of quality packaged homes and the supply of component
  material packages in Canada for export to customers worldwide. Packaged homes
  would be custom shipments of framing, lumber, and finishing components, which
  would be assembled on the building site.

On July 21, 2004, the Board of Directors approved in principle
  the acquisition of 100% of the outstanding shares of Harper & Harper, Ltd.
  (the “Acquisition”). The Company plans to develop a diversify portfolio
  of investments in the rapidly growing economy in China through the acquisition
  of Harper & Harper Ltd. and its interests in the Dongfang – Harper
  & Harper, Ltd. project, the acquisitions of Zhong Huan Water Treatment Construction
  Co., Ltd. (“Zhong Huan”) and North Space Steel Structure Co., Ltd.
  (“North Space”).

Until the completion of these acquisitions, the Company is
  largely inactive.

There is currently no requirement for compliance with any
  environmental laws (federal, state, province and local).

The Company has no revenues at this time and no employees,
  full-time or otherwise, but use contractors as required. We may hire employees
  on an as-needed basis in the future as our operations expand. As discussed elsewhere
  in this document, the administration of the Company is managed by Corporate
  Administrative Services Ltd. (“CAS”), an independent consulting
  company.

REPORTS TO SECURITY HOLDERS.

Wood Products is not required to provide annual reports to
  security holders.

Wood Products is subject to the reporting requirements of
  the Securities and Exchange Commission (“SEC”) and will file reports
  including, but not limited to, Annual Reports on Form 10-KSB, Quarterly Reports
  on Form 10-QSB, Current Event Reports on Form 8-K, and Proxy Statements on Schedule
  14.

The public may read and copy any materials Wood Products files
  with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
  Washington, D.C. 20549. The Public may obtain information on the operation of
  the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains
  an Internet site that contains reports, proxy and information statements, and
  other information regarding issuers that file electronically with the SEC and
  the address of that site is www.sec.gov.

Item 2. Description of Property.

Since July 2004, Wood Products’ current principal place
  of business and corporate offices is You Yi Cun Liuying Park in Beijing, the
  Peoples’ Republic of China. There is no formal lease agreement and no

---

rental fees were charged to the Company. The administration
  of the operations in Canada was provided by CAS at Suite 2103, 808 Nelson Street,
  Vancouver, Canada. The Company was charged $4,398 (CDN $5,350) for administrative
  services by CAS.

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, 2005, 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 Pink
  Sheet, LLC under the Symbol WPRO.

Our Common Stock is not listed on any exchange. The following
  table sets forth the high and low bid prices for our Common Stock as reported
  by the "Pink Sheets", reported on a fiscal quarter basis for the two most recent
  fiscal years ending March 31, 2005:

|Quarter ended | Year ended March 31, 2005 | Year ended March 31, 2004
|------------- | ------------------------- | -------------------------
|High ($)      | Low ($)                   | High ($)                 
|March 31      | 0.10                      | 0.07                     
|December 31   | 0.10                      | 0.08                     
|September 30  | 0.16                      | 0.10                     
|June 30       | 0.10                      | 0.03                     

The quotations reflect inter-dealer prices, without retail
  markups, markdowns, or commissions and do not necessarily represent actual transactions.

Holders of the Common Stock

As of March 31, 2005, 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.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated
  Purchasers

We did not purchase any of our shares of common stock or other
  securities during the year ended March 31, 2005.

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

Statements contained herein which are not historical facts
  are forward-looking statements as that term is defined by the Private Securities
  Litigation Reform Act of 1995. Although the Company believes that the expectations
  reflected in such forward-looking statements are reasonable, forward-looking
  statements are subject to risks and uncertainties that could cause actual results
  to differ from those projected. The Company cautions investors that any forward-looking
  statements made by the Company are not guarantees of future performance and
  that actual results may differ materially from those in the forward-looking
  statements. Such risks and uncertainties include, without limitation: established
  competitors who have substantially greater financial resources and operating
  histories, regulatory delays or denials, ability to compete as a start-up company
  in a highly competitive market, and access to sources of capital.

The following discussion and analysis should be read in conjunction
  with our financial statements and notes thereto included elsewhere in this Form
  10-KSB. Except for the historical information contained herein, the discussion
  in this Form 10-KSB contains certain forward-looking statements that involve
  risks and uncertainties, such as statements of our plans, objectives, expectations
  and intentions. The cautionary statements made in this Form 10-KSB should be
  read as being applicable to all related forward-looking statements wherever
  they appear in this Form 10-KSB. The Company's actual results could differ materially
  from those discussed here.

In May 2004, the Company appointed two new officers and directors
  and announced a new strategic objective of developing a diversified portfolio
  in China's rapidly developing economy, through acquisitions of certain carefully
  chosen dynamic industrial enterprises.

In July 2004, the Company announced that the directors had
  approved a name change of the Company from Wood Products, Inc. to China Industrial
  Corporation. The name change will be completed following approval by the shareholders
  at a special meeting of the shareholders that will be held to formalize the
  name change. The Company intends to solicit proxies for the special shareholders
  meeting.

As discussed elsewhere in this document, on July 21, 2004,
  the Board of Directors approved in principle the acquisition of 100% of the
  outstanding shares of Harper & Harper, Ltd. The sole asset of Harper &
  Harper, Ltd. consists of its interest in a contract to purchase a fully-funded
  28% interest in Shijiazhaung Dongfang Thermoelectric Group Company Limited ("Dongfang").The
  Dongfang – Harper & Harper, Ltd. project was listed as Number 90 on
  the PricewaterhouseCoopers “Power Deals 2003 Annual Review – Mergers
  and acquisitions activity within the global electricity and gas market”
  Dongfang has numerous interests in mainland China, including but not limited
  to: a controlling interest in four urban power plants; a controlling interest
  in two small, rural electric power plants; a minority interest in three coal
  mines; a 45%

---

interest in a 15,000 ton per day cement manufacturing plant
  and a controlling interest in a building materials company. The Company and
  Harper & Harper, Ltd. have executed a formal written agreement with the
  closing scheduled to coincide with the execution of the Share Transfer Agreement
  between the City of Shijuazhuang and Harper & Harper, Ltd. While management
  has no reason to believe that the transaction will not be completed, until and
  unless the Share Transfer Agreement is executed, management can provide no assurances
  that this undertaking will be completed.

On August 26, 2004, Harper & Harper assigned its rights
  to acquire a 5% investment interest in Zhong Huan, a waste water treatment plant
  construction and management company based in Beijing, China. Concurrently, the
  Board of Directors of the Company approved the acquisition. Chris Harper, Director,
  President, CEO and Chairman of Wood Products, has also assumed a seat on Zhong
  Huan's Board of Directors. Zhong Huan is a joint venture between Harper &
  Harper Ltd., China Environmental Protection Co. Ltd., Shanghai Infrastructure
  Construction Holding Ltd., Wuhan Honglin Group Ltd., and Chemical Research Institute
  No. 2. Zhong Huan undertakes urban and industrial water supply and waste water
  treatment and drainage projects. It has strong experience in plant planning,
  design, construction, operational management and financing for municipal waste
  treatment projects. The Company develops and utilizes technologies that provide
  environment-friendly solutions for water and waste management. The acquisition
  represents an opportunity to participate in a high growth sector of China's
  industrial and urban infrastructure. China has a population of 1.2 billion people
  that produces almost four billion tons of sewage daily. This, coupled with the
  country's increasingly industrialized state, makes the need for clean water
  and proper waste management even more critical today. Zhong Huan recently began
  work on the Wuxi City Binhu Waste Water Treatment Factory Project and is actively
  bidding for other projects in the Yangtze River Delta and Pearl River Delta
  areas, as well as in Beijing, Tianjin, Shanghai and Hainan.

In July and August 2004, several changes in management occurred,
  as described in Part III, Item 9, below.

On September 9, 2004 the Board of Directors approved the acquisition
  of a 15% investment interest in North Space. North Space is a leading steel
  fabrication company founded in Beijing, China in 1996. The company fabricates
  heavy steel construction products, such as girders, tanks and bridge steel,
  and light steel buildings. The company provides planning, design and building
  services as well as a national distribution system for delivery of their products.
  North Space's fabrication facilities have current integrated production capacity
  to generate 50,000 tons of steel and grid structures and 3,000,000 square meters
  of anodized and colored light steel panels. North Space boasts an international
  standard, modern manufacturing base with advanced digital control cutting and
  automatic welding processing line that is ISO 9001 certified. The company has
  major projects across China, including the State Planning Commission office
  building, the First City Under the Sun of Zhongxin Guoan, Anshan Beer Co., Ltd.,
  National Cow Gene Embryo Center, Shanxi Nanfeng Chemical Group, and Guangdong
  Zhanjiang Sugar Co. Ltd. In 2003, North Space's sales exceeded 160 million RMB
  (20 million USD). The company expects revenues of 200 million RMB (25 million
  USD) for 2004. Management is formalizing the details of the transaction and
  preparing final acquisition and management contracts. While management has no
  reason to believe that the transaction will not be completed, until and unless
  a formal agreement is executed, management can provide no assurances that this
  undertaking will be completed.

In light of these pending and completed transactions, management
  does not intend to continue to pursue the packaged homes business. Until the
  completion of these acquisitions, the Company is largely inactive.

There can be no assurance that the Company will be able to
  continue as a going concern or achieve material revenues or profitable operations.
  The Company requires financing, and no assurances can be given that financing
  will be available to the Company in the amounts required, or that, if available,
  will be on terms satisfactory to the Company. Accordingly, our independent auditors
  included an explanatory paragraph which made reference to the substantial doubt
  about our ability to continue as a going concern in their audit opinion on our
  March 31, 2005 financial statements. Our financial statements contain

---

additional note disclosures describing the circumstances that
  lead to this disclosure by our independent auditors.

As at July 31, 2005, the Company has no cash on hand. We are
  currently relying on financing from an unrelated party to fund our continuing
  operating expenses. We anticipate that we will require approximately $41,000
  to continue to maintain a minimal level of operating activities for the next
  12 months and will continue to rely on the support of the unrelated party to
  finance our operating expenses. The pending acquisitions as described above
  are currently under review by the central government of the People’s Republic
  of China. If and when the acquisitions are approved, additional funding may
  be required to complete the pending business combinations. We plan to obtain
  such additional funds as stockholders loans on an as needed basis.

Currently, our only focus is to obtain approve from the government
  of People’s Republic of China for the abovementioned business combinations.
  Until such time that such approval is obtained, we do not have any other planned
  capital expenditure.

We currently have no employees and will continue to engage
  contractor for any work on an as needed basis.

Application of Critical Accounting Policies

Our financial statements have been prepared on a going concern
  basis. We have accumulated a deficit of $186,725 from inception to March
  31, 2005. Our ability to continue as a going concern is dependent upon our ability
  to generate profitable operations in the future and/or to obtain the necessary
  financing to meet our obligations and repay our liabilities arising from normal
  business operations when they come due. The outcome of these matters cannot
  be predicted with any certainty at this time. We have historically satisfied
  our working capital needs primarily by loans payable from stockholders and at
  March 31, 2005, we had a working capital deficit of $72,074, largely as
  a result of the loan payable on demand. These financial statements do not include
  any adjustments to the amount and classification of assets and liabilities that
  may be necessary should we be unable to continue as a going concern.

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.

Impairment and Disposal of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards
  ("SFAS") No.144, Accounting for the Impairment or Disposal of Long-Lived Assets,
  the Company reviews the carrying value of its long-lived assets for impairment
  whenever events and circumstances indicate that the carrying value of the assets
  might be impaired and the carrying value may not be recoverable. Recoverability
  of these assets is measured by comparison of the carrying value of the assets
  to the undiscounted cash flows estimated to be generated by those assets over
  their remaining economic lives and the eventual disposition of the assets. If
  the undiscounted cash flows are not sufficient to recover the carrying value
  of such assets the assets are considered impaired, the impairment loss is measured
  by comparing the fair value of the assets to their carrying values. Fair value
  is determined by either a quoted market price or a value determined by a discounted
  cash flow technique, whichever is more appropriate under the circumstances involved.
  As a result of the change in business objective in connection with the Share
  Exchange Agreement with Harper & Harper, Ltd., management wrote-off the
  remaining balance of the website development costs on June 30, 2004.

---

Off Balance-sheet Arrangements

The Company has no off balance-sheet arrangements.

New Accounting Pronouncements

On December 16, 2004, FASB issued SFAS No. 123 (revised 2004),
  "Share-Based Payment." SFAS No. 123(R) would require the Company to measure
  all employee stock-based compensation awards using a fair value method and record
  such expense in its consolidated financial statements. In addition, SFAS No.
  123(R) will require additional accounting related to the income tax effects
  and additional disclosure regarding the cash flow effects resulting from share-based
  payment arrangements. For public entities that file as a small business issuer,
  SFAS No. 123(R) is effective for the first interim or annual reporting period
  beginning after December 15, 2005.

In December 2004, FASB issued SFAS No. 153 to amend Opinion
  29 by eliminating the exception for non-monetary exchanges of similar productive
  assets and replaces it with general exception for exchanges of non-monetary
  assets that do not have commercial substance. A non-monetary exchange is defined
  to have commercial substance if the future cash flows of the entity are expected
  to change significantly as a result of the exchange. The provision of this Statement
  is effective for non-monetary asset exchanges occurring in fiscal periods beginning
  after June 15, 2005. The provisions of this Statement should be applied prospectively.

The Company is assessing the effect on the consolidated financial
  statements as a result of the implementation of these new standards.

In June 2005, the FASB issued Statement 154, “Accounting
  Changes and Error Corrections” which replaces APB Opinion 20 and FASB
  Statement 3. Statement 154 changes the requirements for the accounting and reporting
  of a change in accounting principle. Opinion 20 previously required that most
  voluntary changes in accounting principle be recognized by including the cumulative
  effect of the new accounting principle in net income of the period of change.
  Statement 154 now requires retrospective application of changes in accounting
  principle to prior period financial statements, unless it is impractical to
  determine either the period-specific effects or the cumulative effect of the
  change. The statement is effective for fiscal years beginning after December
  15, 2005. Management does not expect the adoption of this statement to have
  a material impact on the Company’s results of operations or financial
  position.

Item 7. Financial Statements

| | Wood Products, Inc.(A Development Stage Company) 
      Financial StatementsFor the years ended March 31, 2005 and
      2004 
      and the period from January 8, 2002 (inception) to March 31, 2005
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Contents

Report of Independent Registered Public Accounting Firm

Financial Statements

| | Balance Sheets                             | F-2
| | ------------------------------------------ | ---
| |                                            |    
| | Statements of Changes in Capital Deficit   | F-3
| |                                            |    
| | Statements of Operations                   | F-4
| |                                            |    
| | Statements of Cash Flows                   | F-5
| |                                            |    
| | Summary of Significant Accounting Policies | F-6
| |                                            |    
| | Notes to the Financial Statements          | F-8

---

| |                                                                
| | ---------------------------------------------------------------
| | Report of Independent Registered Public Accounting
        Firm
| |                                                                

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, 2005 and 2004 and the Statements
  of Changes in Capital Deficit, Operations and Cash Flows for the years then
  ended and the cumulative period from January 8, 2002 (inception) to March 31,
  2005. 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. The Company is not
  required to have, nor were we engaged to perform, an audit of its internal control
  over financial reporting. Our audits included consideration of internal control
  over financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion
  on the effectiveness of the Company’s internal control over financial
  reporting. Accordingly, we express no such opinion. An audit also 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, 2005 and 2004 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, 2005 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 $186,725 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 
  July 27, 2005

F-1

---

| | 
| | 

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

|March 31                                                     |   | 2005     |   |   | 2004     |  
|------------------------------------------------------------ | - | -------- | - | - | -------- | -
|                                                            
|Assets                                                       |   |          |   |   |          |  
|                                                            
|Current                                                      |   |          |   |   |          |  
|Cash                                                         | $ | -        |   | $ | 6,297    |  
|Prepaid expense                                              |   | 154      |   |   | 390      |  
|                                                             |   | 154      |   |   | 6,687    |  
|                                                            
|Website development costs, net of amortization(Note
      2) |   | -        |   |   | 1,082    |  
|                                                            
|Total Assets                                                 | $ | 154      |   | $ | 7,769    |  
|                                                            
|Liabilities and Capital Deficit                              |   |          |   |   |          |  
|                                                            
|Liabilities                                                  |   |          |   |   |          |  
|                                                            
|Current                                                      |   |          |   |   |          |  
|Accounts payable and accrued liabilities                     | $ | 16,217   |   | $ | 9,824    |  
|Loan payable (Note 3)                                        |   | 56,011   |   |   | -        |  
|Due to stockholder (Note 3)                                  |   | -        |   |   | 25,671   |  
|                                                            
|Total Liabilities                                            |   | 72,228   |   |   | 35,495   |  
|                                                            
|Capital Deficit                                              |   |          |   |   |          |  
|Share capital (Note 5)                                       |   |          |   |   |          |  
|Authorized                                                   |   |          |   |   |          |  
|100,000,000 common shares with par value $0.001              |   |          |   |   |          |  
|Issued
      and outstanding                                 |   |          |   |   |          |  
|33,750,000 common shares                                     |   | 33,750   |   |   | 33,750   |  
|Additional paid-in capital                                   |   | 80,901   |   |   | 80,901   |  
|Deficit accumulated in the development
      stage           |   | (186,725 | ) |   | (142,377 | )
|                                                            
|Total Capital Deficit                                        |   | (72,074  | ) |   | (27,726  | )
|                                                            
|Total Liabilities and Capital Deficit                        | $ | 154      |   | $ | 7,769    |  

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

F-2

---

| | 
| | 

Wood Products, Inc.(A Development Stage Company) 
  Statements of Changes in Capital Deficit(Stated in US Dollars)

For the period from January 8, 2002 (inception) to
  March 31, 2005

|                                  |               |  |   |        |  |   |            |   |   |         |   |   | Deficit     |   |   |          |  
|--------------------------------- | ------------- |  | - | ------ |  | - | ---------- | - | - | ------- | - | - | ----------- | - | - | -------- | -
|                                  |               |  |   |        |  |   |            |   |   |         |   |   | Accumulated |   |   |          |  
|                                  | Common Shares |  |   | Shares |  |   | Additional |   |   | in the  |   |   | Total       |  
|                                  |               |  |   |        |  |   | to be      |   |   | Paid-in |   |   | Development |   |   | Capital  |  
|                                  | Shares        |  |   | Amount |  |   | Issued     |   |   | Capital |   |   | Stage       |   |   | Deficit  |  
|Issuance of common shares         |               |  |   |        |  |   |            |   |   |         |   |   |             |   |   |          |  
|at $0.0001 per share on inception | 10,000        |  | $ | 10     |  | $ | -          |   | $ | (9      | ) | $ | -           |   | $ | 1        |  
|Shares to be issued (Note 5)      | -             |  |   | -      |  |   | 750        |   |   | -       |   |   | -           |   |   | 750      |  
|Net loss for the period           | -             |  |   | -      |  |   | -          |   |   | -       |   |   | (7,145      | ) |   | (7,145   | )
|Balance, March 31, 2002           | 10,000        |  |   | 10     |  |   | 750        |   |   | (9      | ) |   | (7,145      | ) |   | (6,394   | )
|Issuance of common shares         |               |  |   |        |  |   |            |   |   |         |   |   |             |   |   |          |  
|at $0.001 per share (Note 5)      | 24,750,000    |  |   | 24,750 |  |   | (750       | ) |   | -       |   |   | -           |   |   | 24,000   |  
|Issuance of common shares         |               |  |   |        |  |   |            |   |   |         |   |   |             |   |   |          |  
|at $0.004 per share (Note 5)      | 8,990,000     |  |   | 8,990  |  |   | -          |   |   | 26,970  |   |   | -           |   |   | 35,960   |  
|Compensation expense for shares   |               |  |   |        |  |   |            |   |   |         |   |   |             |   |   |          |  
|issued below market price         | -             |  |   | -      |  |   | -          |   |   | 53,940  |   |   | -           |   |   | 53,940   |  
|Net loss for the year             | -             |  |   | -      |  |   | -          |   |   | -       |   |   | (107,137    | ) |   | (107,137 | )
|Balance, March 31, 2003           | 33,750,000    |  |   | 33,750 |  |   | -          |   |   | 80,901  |   |   | (114,282    | ) |   | 369      |  
|Net loss for the year             | -             |  |   | -      |  |   | -          |   |   | -       |   |   | (28,095     | ) |   | (28,095  | )
|Balance, March 31, 2004           | 33,750,000    |  |   | 33,750 |  |   | -          |   |   | -       |   |   | (142,377    | ) |   | (27,726  | )
|Net loss for the year             | -             |  |   | -      |  |   | -          |   |   | -       |   |   | (44,348     | ) |   | (44,348  | )
|Balance, March 31, 2005           | 33,750,000    |  | $ | 33,750 |  | $ | -          |   | $ | 80,901  |   | $ | (186,725    | ) | $ | (72,074  | )

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

F-3

---

| | 
| | 

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) |  
|                                    |   | 2005                        |   |   | 2004        |   |   | to March 31, 2005 |  
|                                    |   |                             |   |   |             |   |   | (Cumulative)      |  
|Expenses                            |   |                             |   |   |             |   |   |                   |  
|Compensation expense (Note 5)       |   | $ -                         |   | $ | -           |   | $ | 53,940            |  
|Office and administration           |   | 10,890                      |   |   | 6,347       |   |   | 22,749            |  
|Professional fees                   |   | 32,351                      |   |   | 21,068      |   |   | 106,507           |  
|Website development                 |   | 1,107                       |   |   | 680         |   |   | 3,529             |  
|                                   
|Net loss for the period             | $ | (44,348                     | ) | $ | (28,095     | ) | $ | (186,725          | )
|                                   
|Basic and diluted loss per share    | $ | (0.00                       | ) | $ | (0.00       | ) |   |                   |  
|                                   
|Weighted average shares outstanding |   | 33,750,000                  |   |   | 33,750,000  |   |   |                   |  

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

F-4

---

| | 
| | 

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) |  
|                                                  |   | 2005                        |   |   | 2004        |   |   | to March 31, 2005 |  
|                                                  |   |                             |   |   |             |   |   | (Cumulative)      |  
|                                                 
|Operating activities                              |   |                             |   |   |             |   |   |                   |  
|Net loss for the period                           | $ | (44,348                     | ) | $ | (28,095     | ) | $ | (186,725          | )
|Adjustments to reconcile net loss for the period  |   |                             |   |   |             |   |   |                   |  
|to cash used in operating
      activities        |   |                             |   |   |             |   |   |                   |  
|Amortization and write-off
      of website       |   |                             |   |   |             |   |   |                   |  
|development
      costs                           |   | 1,082                       |   |   | 680         |   |   | 2,038             |  
|Non-cash compensation expense                     |   | -                           |   |   | -           |   |   | 53,940            |  
|(Increase) decrease in prepaid
      expense      |   | 236                         |   |   | (390        | ) |   | (154              | )
|Increase (decrease) in accounts
      payable and |   |                             |   |   |             |   |   |                   |  
|accrued liabilities                               |   | 6,393                       |   |   | (750        | ) |   | 16,217            |  
|                                                 
|Cash
      used in operating activities           |   | (36,637                     | ) |   | (28,555     | ) |   | (114,684          | )
|                                                 
|Financing activities                              |   |                             |   |   |             |   |   |                   |  
|Advances from (repayment of amounts due to)       |   | (25,671                     | ) |   | 25,671      |   |   | -                 |  
|stockholder                                       |   |                             |   |   |             |   |   |                   |  
|Proceeds from loan payable                        |   | 56,011                      |   |   | -           |   |   | 56,011            |  
|Proceeds from subscriptions and issuance of       |   |                             |   |   |             |   |   |                   |  
|common shares                                     |   | -                           |   |   | -           |   |   | 60,711            |  
|                                                 
|Cash provided by financing activities             |   | 30,340                      |   |   | 25,671      |   |   | 116,722           |  
|                                                 
|Investing activity                                |   |                             |   |   |             |   |   |                   |  
|Increase in deferred website development costs    |   | -                           |   |   | -           |   |   | (2,038            | )
|                                                 
|Decrease in cash                                  |   | (6,297                      | ) |   | (2,884      | ) |   | -                 |  
|                                                 
|Cash,beginning of period                          |   | 6,297                       |   |   | 9,181       |   |   | -                 |  
|                                                 
|Cash, end of period                               | $ | -                           |   | $ | 6,297       |   | $ | -                 |  
|                                                 
|Supplemental information                          |   |                             |   |   |             |   |   |                   |  
|Interest and taxes paid                           | $ | -                           |   | $ | -           |   | $ | -                 |  
|                                                 
|Non-cash financing activities:                    |   |                             |   |   |             |   |   |                   |  
|Compensation
      expense on issuance of shares  | $ | -                           |   | $ | -           |   | $ | 53,940            |  

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

F-5

---

| | 
| | 

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

March 31, 2005 and 2004

|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          | Income taxes are accounted for using
        the liability method which requires the  recognition of income taxes
        payable or refundable for the current year and deferred  tax liabilities
        and assets for the future consequences of events that have been 
        recognized in the Company’s financial statements or tax returns.
        Under this method,  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 tax
        rates in effect in the years in which the differences are expected to 
        reverse. A valuation allowance is recorded to reduce deferred income tax
        assets  recognized by the amount of any deferred income tax benefits
        that, based on available  evidence, are not more likely then not
        to be realized.
|                     
|Financial Instruments | The Company’s financial instruments
        consist of cash, accounts payable and accrued  liabilities, loan
        payable 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 values of  these financial instruments, except
        for the loan payable, approximate their carrying  values due to the
        short-term nature of the instruments. The fair value of the non- 
        interest bearing loan payable was not practicable to determine.                                                                                                                                                                                                                                                                             
|                     
|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 April 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, 2005 and  2004 because there
        are no common stock equivalents.                                                                                                                                                                                                                                                                                                  

F-6

---

| | 
| | 

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

March 31, 2005 and 2004

|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.
        Management reviews the carrying value of the website  development
        costs whenever events and circumstances indicate that the carrying 
        value of the asset might be impaired and the carrying value may not be
        recoverable.  As a result of the change in business direction in
        connection with the Share Exchange  Agreement with Harper & Harper,
        Ltd. (Note 1), management wrote-off the  remaining balance of the
        website development costs on June 30, 2004.
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              
|New Accounting  Pronouncements | On December 16, 2004, the Financial Accounting
        Standards Board (“FASB”) issued  SFAS No. 123 (revised
        2004), “Share-Based Payment.” SFAS No. 123(R) would 
        require the Company to measure all employee stock-based compensation awards 
        using a fair value method and record such expense in its consolidated
        financial  statements. In addition, SFAS No. 123(R) will require
        additional accounting related  to the income tax effects and additional
        disclosure regarding the cash flow effects  resulting from share-based
        payment arrangements. For public entities that file as a  small business
        issuer, SFAS No. 123(R) is effective for the first fiscal year beginning 
        on or after December 15, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                           
|                              
|                               | In December 2004, FASB issued SFAS No.
        153 to amend Opinion 29 by eliminating  the exception for non-monetary
        exchanges of similar productive assets and replaces it  with general
        exception for exchanges of non-monetary assets that do not have 
        commercial substance. A non-monetary exchange is defined to have commercial 
        substance if the future cash flows of the entity are expected to change
        significantly as  a result of the exchange. The provision of this
        Statement is effective for non-  monetary asset exchanges occurring
        in fiscal periods beginning after June 15, 2005.  The provisions
        of this Statement should be applied prospectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                              
|                               | The Company is assessing the effect on
        the consolidated financial statements as a  result of the implementation
        of these new standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                              
|                               | In June 2005, the FASB issued Statement
        154, “Accounting Changes and Error  Corrections” which
        replaces APB Opinion 20 and FASB Statement 3. Statement 154  changes
        the requirements for the accounting and reporting of a change in accounting 
        principle. Opinion 20 previously required that most voluntary changes
        in accounting  principle be recognized by including the cumulative
        effect of the new accounting  principle in net income of the period
        of change. Statement 154 now requires  retrospective application
        of changes in accounting principle to prior period financial  statements,
        unless it is impractical to determine either the period-specific effects
        or  the cumulative effect of the change. The statement is effective
        for fiscal years  beginning after December 15, 2005. Management does
        not expect the adoption of  this statement to have a material impact
        on the Company’s results of operations or  financial position.                                                                                                                                                    

F-7

---

| | 
| | 

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

March 31, 2005 and 2004

|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 previously organized
        its business to supply Canadian building products and component material
        packages for packaged homes for export to customers worldwide. In July
        2004, the Company entered into an agreement with Harper & Harper,
        Ltd. ("Harper & Harper), to acquire 100% of the outstanding shares
        of Harper & Harper in exchange for 35 million shares of the Company's
        common stock. The closing of the agreement is subject to and will coincide
        with the execution of the Share Transfer Agreement between the City of
        Shijiazjuang and Harper & Harper in connection with the acquisition
        of an interest in a thermal electronic project in China. As of the date
        of these financial statements, the Share Transfer Agreement has not yet
        been closed.
      On August 26, 2004, Harper & Harper assigned its
        rights to acquire 5% interest in a waste water treatment plant construction
        and management company based in Beijing, China to the Company in accordance
        with the acquisition agreement between the Company and Harper & Harper.
      On September 5, 2004, the Company's Board of Directors
        approved the acquisition of 15% of the issued and outstanding shares of
        North Space Steel Structure Co. Ltd. ("North Space"), a steel fabrication
        company in Beijing, China. North Space and the management of the Company
        is formalizing the terms of the acquisition and are preparing formal written
        agreement for execution. As at the date of these financial statements,
        no formal agreement has yet been executed.
      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, 2005, the Company has no established source
        of revenue, has accumulated operating losses of $186,725 since its
        inception and has a working capital deficit of $72,074. The continuation
        of the Company is dependent upon the continuing financial support of creditors,
        obtaining long-term financing to complete the acquisition of Harper &
        Harper, the acquisition of an interest in the thermal electronic project
        in China and the development of the project to achieve and maintain a
        profitable level of operations. Management plans to raise additional equity
        capital as necessary to finance the operating and capital requirements
        of the Company. While the Company is expending its best efforts to achieve
        the above plans, there is no assurance that any such activity will generate
        funds that will be available to sustain operations.
      These conditions raise substantial doubt about the Company's
        ability to continue as a going concern. These financial statements do
        not include any adjustments relating to the recoverability and classification
        of recorded asset amounts or amounts and classification of liabilities
        that might arise from this uncertainty.
      In December 2004, subject to regulatory and shareholders’
        approval, the Company applied to change its name to China Industrial Corporation.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---

| | 
| | 

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

March 31, 2005 and 2004

|2. | Website Development Costs
|-- | -------------------------

| |                                |   | 2005   |   |   | 2004  |  
| | ------------------------------ | - | ------ | - | - | ----- | -
|
| | Direct costs                   | $ | 2,038  |   | $ | 2,038 |  
| | Less: accumulated amortization |   | (1,126 | ) |   | (956  | )
| |                                |   | 912    |   |   | 1,082 |  
| | Write-off of direct costs      |   | (912   | ) |   | -     |  
| |                                |   |        |   |   |       |  
| |                                | $ | -      |   | $ | 1,082 |  

|3. | Loan Payable and Due to Stockholder
      Proceeds from the loan payable were used to repay the
        amounts due to a former stockholder of the Company on August 15, 2004,
        as well as to cover general and administrative expenses of the Company.
        The loan payable is unsecured, non-interest bearing, due on demand and
        payable to an unrelated party.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|4. | Income Taxes
      The tax effects of temporary differences that give rise to the Company’s
        deferred tax assets are as follows:                                                                                                                                                                                                                                             

| |                                |   | 2005    |   |   | 2004    |  
| | ------------------------------ | - | ------- | - | - | ------- | -
| | Net operating losses           | $ | 45,138  |   | $ | 30,068  |  
| | Valuation allowance            |   | (45,138 | ) |   | (30,068 | )
| | 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 31 |  
| | ------------------------------------------------------- | - | --------------------------- | -
| |                                                         |   | 2005                        |  
|
| | Provision (benefit) at the federal statutory
      rate | $ | (15,070                     | )
| | Increase in valuation allowance                         |   | 15,070                      |  
| |                                                         |   |                             |  
| |                                                         | $ | -                           |  

F-9

---

| | 
| | 

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

March 31, 2005 and 2004

|4. | Income Taxes - Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | At March 31, 2005, the Company had losses available
        for income tax purposes of approximately $132,000 which, if not used,
        will expire in various amounts over the period from 2022 to 2025.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | 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 judgment about the
        recoverability of deferred tax assets, the impact of the change on the
        valuation allowance will be reflected in current income.                                                                                                                                                                                                                                                                                      
|  
|5. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | 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 in June 2002 for an issuance price of $0.004 per share.
        The Company recorded additional paid-in capital of $53,940 in connection
        with the issuance of these 8,990,000 common shares as compensation expense
        based on the difference between the subscribed price and the price at
        which the shares were being offered to the public.
|  
|   | The shares were issued in July 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | In April 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.                                                                                                                                                                                                                                                                                                                                                                        

F-10

---

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

None. Not applicable.

Item 8A. Controls and Procedures

As of March 31, 2005, the Company carried out an evaluation
  of the effectiveness of the Company’s disclosure controls and procedures
  (as defined by Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act
  of 1934) under the supervision and with the participation of the Company’s
  Chief Executive Officer and Chief Financial Officer. Based on and as of the
  date of such evaluation, the aforementioned officers have concluded that the
  Company’s disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting
  controls that is designed to provide assurance that assets are safeguarded and
  that transactions are executed in accordance with management’s authorization
  and properly recorded. This system is continually reviewed to monitor its effectiveness.
  During the fiscal year ended March 31, 2005, there were no significant changes
  to this system of internal controls or in other factors that could significantly
  affect those controls.

Item 8B. Other Information

No items required to be reported on Form 8-K during the fourth
  quarter of the year covered by this report were not previously reported on Form
  8-K.

PART III

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

Wood Products’ executive officers and directors and
  their respective ages as of March 31, 2005, are as follows:

Executive Officers and Directors:

| | Name of Officer / Director | Age | Office Held                 | Director Since
| | -------------------------- | --- | --------------------------- | --------------
| | Chris Harper               | 56  | Chief Executive Officer and | May  2004     
| |                            |     | Chairman                    |               
| | Alexander Chen             | 62  | Chief Financial Officer     | May  2004     

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

None of the officers or directors of the Company are involved
  in any bankruptcies or criminal proceedings; are not subject to any order, judgment
  or decree 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 (in a civil action), the Commission or the
  Commodity futures Trading Commission to have violated a federal or state securities
  or commodities law, which judgment has not been reversed, suspended or vacated.

No family relationships exist by and between any of the Company’s
  officers or directors.

The following sets out the principal occupation, past five
  years' business experience and other directorships held by each of the directors
  and executive officers of the Company:

---

Chris L. Harper

Mr. Harper began developing projects in Mainland China in
  1998. He is currently the Chairman of Harper & Harper Investment Consulting
  (Beijing) Co. Ltd., a privately held Chinese consulting firm and a director/officer
  of two other publicly-traded companies: Chairman and Chief Executive Officer
  of Jupiter Enterprises Inc. (OTCBB:JPTR), and Chairman and Chief Executive Officer
  of Sino Real Property Development Corp. (OTCPK:SRPJ).

Alexander Chen

Mr. Chen joined Harper & Harper Investment Consulting
  (Beijing) Co., Ltd. (Harper & Harper) (at its inception in 2000. He has
  since provided senior management services in several fields to both Chinese
  companies, Harper & Harper and Sino Real Property Development Corp. Mr.
  Chen's corporate experience includes management level positions in Chinese companies,
  and Sino-Foreign Joint Ventures participating in financial investment, international
  trade and steel structure building construction. He is currently the Chief Financial
  Officer of Harper & Harper Investment Consulting (Beijing) Co. Ltd., a privately
  held Chinese consulting firm, a Director and Chief Financial Officer of Jupiter
  Enterprises, Inc. (OTCBB:JPTR), and a Director and Chief Financial Officer of
  Sino Real Property Development Corp. (OTCPK:SRPJ).

Audit Committee and Audit Committee Financial Expert Disclosure

The Company’s Board of Directors does not have a separately
  designated audit committee and an “audit committee financial expert”.
  The Board of Directors does not have an audit committee financial expert at
  this time due to the fact that the Company has only limited operations and no
  revenues. As such the entire Board of Directors is acting as an audit committee.

Code of Ethics

The Company has not adopted a formal code of ethics because
  all of its executive officers are also directors, who are already subject to
  ethical and fiduciary standards imposed by law. However, the Company intends
  to develop a formal code of ethics that will apply to all of its executive officers,
  directors and future employees. Upon completion, the Company will provide to
  any person, without charge and upon request, a copy of the code of ethics. Any
  such request must be made in writing to the Company, You Yi Cun Liuying Park
  No. 8, Huangsi Daje, Beijing, PRC 100011.

Employment Agreements

N/A

Significant Employees

Wood Products has no significant employees. Executive officers
  and directors described above are engaged as consultants whose time and efforts
  are being provided to Wood Products without compensation at this time.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments
  thereto furnished to the registrant under Rule 16a-3(d) during the most recent
  fiscal year and Forms 5 and amendments thereto furnished to the registrant with
  respect to its most recent fiscal year, and any written representation, the
  registrant is not aware of any individual or entity who, at any time during
  the fiscal year, was an officer, director, beneficial owner of more than ten
  percent of any class of securities of the registrant that failed to file on
  a timely basis reports required by Section 16(a) during the most recent fiscal
  year or prior years.

---

Item 10. Executive Compensation.

Summary Compensation Table

|          |        |        |       |              |            | Securities |         |             
|--------- | ------ | ------ | ----- | ------------ | ---------- | ---------- | ------- | ------------
|Name and  |        |        |       |              | Restricted | underlying |         |             
|principal | Fiscal |        |       | Other annual | stock      | options/   | LTIP    | All other   
|position  | Year   | Salary | Bonus | compensation | award(s)   | SARs       | payouts | compensation
|Chris     | 2005   | 0      | 0     | 0            | 0          | 0          | 0       | $ 0         
|Harper,   | 2004   | 0      | 0     | 0            | 0          | 0          | 0       | $ 0         
|CEO       | 2003   | 0      | 0     | 0            | 0          | 0          | 0       | $ 0         
|          |        |        |       |              |            |            |         |             
|Alexander | 2005   | 0      | 0     | 0            | 0          | 0          | 0       | $ 0         
|Chen,     | 2004   | 0      | 0     | 0            | 0          | 0          | 0       | $ 0         
|CFO       | 2003   | 0      | 0     | 0            | 0          | 0          | 0       | $ 0         

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, 2005. 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, 2005.

Stock Option Grants

Wood Products did not grant any stock options to the executive
  officers during the most recent fiscal year ended March 31, 2005. Wood Products
  has also not granted any stock options to the executive officers since incorporation,
  January 8, 2002.

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, 2005, 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 | Chris Harper                                                            | 5,006,000 shares (a)                  | 14.8%                 
|Common
      Stock | Alexander Chen                                                          | 100,000 shares                        | 0.003%                
|Common
      Stock | All Officers and Directors as a
      Group that consists of 2 people.  | 5,106,000 shares                      | 14.803%               
|                   |                                                                         |                                       |                       
|Common
      Stock | Frank Bartek
      Suite 186 – 8120 #2 Road,
      Richmond, BC V7B 5J8 | 3,000,000 shares                      | 8.9%                  

| | (a) | Includes 3,000,000 common shares own by Mr. Harper directly and 2,006,000
      common shares held by Harper & Haper, which is owned by Mr. Harper.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------

The percent of class is based on 33,750,000 shares of common stock issued and outstanding as of March 31, 2005.

---

Equity Compensation Plan Information

None.

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. Exhibitsand Reports on Form 8-K

|Exhibit No. | Document                                      | Location        
|----------- | --------------------------------------------- | ----------------
|3.1         | Articles of Incorporation                     | Previously Filed
|3.2         | Bylaws                                        | Previously filed
|31.1        | Rule 13a-14(a)/15d-14(a)
      Certifications | Included        
|31.2        | Rule 13a-14(a)/15d-14(a) Certifications       | Included        
|32.1        | Section 1350 Certifications                   | Included        
|32.2        | Section 1350 Certifications                   | Included        

Item 14. Principal Accountant Fees and Services

Audit Fees: All fees billed for each of the last two
  fiscal years for professional services rendered by the principal accountant
  for the audit of the registrant’s annual financial statements and the
  review of financial statements included in the registrant’s Form 10QSB
  or services that are normally provided by the accountant in connection with
  statutory and regulatory filings or engagements for those fiscal years.

|2004 | : | $ | 12,308 | 
|---- | - | - | ------ | 
|2005 | : | $ | 15,487 | 

Audit-Related Fees: All fees billed in each of the
  last two fiscal years for assurance and related services by the principal accountant
  that are reasonably related to the performance of the audit or review of the
  registrant’s financial statements and are not reported under Item 9(e)(f1)
  of Schedule 14A.

|2004 | : | None
|---- | - | ----
|2005 | : | None

Tax Fees: The aggregate fees billed in each of the
  last two fiscal years for professional services rendered by the principal accountant
  for tax compliance, tax advice, and tax planning:

|2004 | : | $ | 793 | Nature of Services: tax compliance - filing of US tax return for fiscal 2004
|---- | - | - | --- | ----------------------------------------------------------------------------
|2005 | : | $ | Nil | Nature of Services: None (see note below)                                   

|Note: | Preparation of the Company’s corporate tax return for
      the fiscal year ended March 31, 2005 is currently underway.
|----- | -----------------------------------------------------------------------------------------------------------------------

All other fees:

|2004 | : | None
|---- | - | ----
|2005 | : | None

---

Audit Committee Pre-approval

The Company does not at this time have an audit committee,
  therefore, no policies or procedures other than those required by SEC rules
  on auditor independence, have been implemented. The Board of Directors will
  have to pre-approve the engagement of the Company’s principal independent
  accountants to provide non-audit services. No non-audit services, except for
  the preparation of corporate tax returns, for which pre-approval has been obtained,
  were provided by the Company's principal independent accountants in 2005.

Signature

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/ Chris Harper
  Chris Harper, CEO 
  Dated: August 15, 2005

/s/ Alexander Chen
  Alexander Chen, CFO 
  Dated: August 15, 2005

---