UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
           
           
 
FORM 10-Q/A
 
 
Amendment No. 2
 
           
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2009
 
           
[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from ________ to ________
 
           
           
Commission File Number 000-05391
 
           
METWOOD, INC.
 
(Exact name of small business issuer as specified in its charter)
 
           
NEVADA                                                                83-0210365
      (State or other jurisdiction                                                   (IRS Employer Identification No.)
                                                                                             of incorporation)                                                   
           
819 Naff Road, Boones Mill, VA 24065
 
(Address of principal executive offices) (Zip code)
 
           
(540) 334-4294
 
(Registrant's telephone number, including area code)
 
           
 
N/A
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
           
 
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.
 
Yes [ X ] No [   ]
       
           
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
 
 
non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:
 
           
 
                                Large accelerated filer [   ]           Non-accelerated filer [   ]
 
 
                                Accelerated filer [   ]                    Smaller reporting company [ X ]
 
           
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes [   ] No [ X ]
 
           
 
As of February 12, 2010, the number of shares outstanding of the registrant's common stock,
       
 
$0.001 par value (the only class of voting stock), was 12,231,797 shares.
 
 
   METWOOD, INC. AND SUBSIDIARY
 
                   
EXPLANATORY NOTE
             
                   
The sole purpose of this Amendment No. 2 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2009, as filed with the Securities and Exchange Commission on February 16, 2010, is to furnish the certifications of Section 302 of the Sarbanes-Oxley Act of 2002 that conforms to the language in Item 601(B)(31) of Regulation S-B/S-K.
                   
No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
                   
The filing of this Amendment No. 2 to the Quarterly Report is not a representation that any statements contained in items of the Quarterly Report other than that information being amended hereby are true or complete as of any date subsequent to the date of the Quarterly Report.
 
ITEM 4 - CONTROLS AND PROCEDURES
 
(a) Evaluation of disclosure controls and procedures.
 
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
 
Based on our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
(b) Changes in internal control over financial reporting.
 
We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. As we grow geographically and with new product offerings, we continue to create new processes and controls as well as improve our existing environment to increase efficiencies. Improvements may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
 
There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 

 
PART II - OTHER INFORMATION
 
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
 
      (a)  Exhibits
 
             See index to exhibits.
 
      (b)  Reports on Form 8-K
 
             There were no reports on Form 8-K filed during the quarter ended December 31, 2009.
 
 
 
SIGNATURES
 
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date:  March 9, 2010                                     /s/   Robert M. Callahan
                                                                         Robert M. Callahan
                                                                         Chief Executive Officer
 
Date:  March 9, 2010                                      /s/   Shawn A. Callahan
                                                                         Shawn A. Callahan
                                                                         Chief Financial Officer

 
INDEX TO EXHIBITS
                   
NUMBER
 
DESCRIPTION OF EXHIBIT
       
                   
3(i)*
 
Articles of Incorporation
         
                   
   3(ii)**
 
By-Laws
             
                   
31.1
 
                   
31.2
 
                   
                   
*Incorporated by reference on Form 8-K, filed February 16, 2000
     
                   
**Incorporated by reference on Form 8-K, filed February 16, 2000
     

 
 

 
 
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