SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>metwood8kltr.txt
<DESCRIPTION>METWOOD ITEM 4 8K FILED 11/12/04 COMMENT LTR THOMPSON
<TEXT>

November 17, 2004

Mr. Robert M. Callahan
Metwood, Inc.
819 Naff Road
Boones Mill, Virginia 24065

RE:  	Form 8-K Item 4 filed November 12, 2004
	File # 000-05391

Dear Mr. Callahan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone number listed at
the end of this letter.

1. We read that there were no disagreements with McLeod & Company
during the fiscal years ended June 30, 2004 and 2003.  Revise your
disclosure concerning disagreements with your former accountants to
also address the subsequent interim period through the date of
resignation.  Refer to Item 304(a)(1)(iv)(A) of Regulation S-B.

2. We note your new accountant, Bongiovanni & Associates, is duly
registered and in good standing to practice in North Carolina.
However, Bongiovanni & Associates is not currently licensed in
Virginia where your company is located.  Please tell us why you have
selected a North Carolina based accounting firm to audit the financial
statements of a Virginia based company.  Please tell us if the audit
will be physically performed in North Carolina or Virginia.  Also,
tell us where the operations and the assets of your company are
physically located.  Please note that it is your responsibility to
provide financial statements audited by an auditor who meets the
requirements of Rule 2-01 of Regulation S-X (see Rule 2-01(a)).  Tell
us how you have met the requirements of Rule 2-01 of Regulation S-X.

3. We read that your Board of Directors made the decision to engage
Bongiovanni & Associates on or about November 4, 2004.  It is unclear
to us if this is the effective date of engagement, particularly in
light of the letter from Bongiovanni & Associates that is attached to
your Form 8-K as exhibit 16.1.  Please tell us what the effective date
of engagement was, and if necessary, revise your Form 8-K to clarify
the engagement date.  Refer to Item 304(a)(2) of Regulation S-B.

4. Refer to the fourth paragraph of your Item 4.01 Form 8-K.  Please
revise this disclosure to conform to the wording used in Item
304(a)(2) of Regulation S-B.

5. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
your former accountant stating whether the accountant agrees with the
statements made in your amended Form 8-K.  File the amendment under
cover of Form 8-KA and include the ITEM 4 designation.  File the
updated letter from the former accountant as an Exhibit 16.

*****

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Please file your supplemental response via EDGAR in response to these
comments within 5 business days of the date of this letter.  Please
note that if you require longer than 5 business days to respond, you
should contact the staff immediately to request additional time.  You
may wish to provide us with marked copies of each amended filing to
expedite our review.  Direct any questions regarding the above to the
undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
Mr. Callahan
November 17, 2004
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

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