**Exhibit
      31.2**





**Certification
      of Chief Financial Officer**


**Securities
      Exchange Act rules 13a-14 and 15d-14**


**As
      Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002**








Shawn
      A.
      Callahan, Chief Financial Officer of Metwood, Inc., certifies that:





1.
      I have
      reviewed this quarterly report on Form 10-QSB for the quarterly period ended
      September 30,
      2006
      of Metwood, Inc. (the "Registrant");





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





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





4.
      The
      Registrant's other certifying officer and I are responsible for establishing
      and
      maintaining disclosure
      controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f))
      for the Registrant and have:





a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and
      procedures to be designed under our supervision, to ensure that material
      information relating
      to the Registrant, including its consolidated subsidiary, is made known to
      us by others
      within those entities, particularly during the period in which this report
      is
      being prepared;





b)
      designed such internal control over financial reporting, or caused such internal
      control over
      financial reporting to be designed under our supervision, to provide
      reasonable assurance
      regarding the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted accounting
      principles;





c)
      evaluated the effectivensss of the Registrant's disclosure controls and
      procedures and presented
      in this report our conclusions about the effectiveness of the disclosure
      controls and
      procedures, as of the end of the period covered by this report on such
      evaluation, and;




d)
        disclosed in this report any change in the Registrant's internal control
        over
        financial reporting
        that occurred during the Registrant's most recent fiscal quarter that
        has
 materially
        affected, or is reasonably likely to materially affect, the Registrant's internal
        control over financial reporting; and
 
 5.
        The
        Registrant's other certifying officer and I have disclosed, based on our
        most
        recent evaluation of
        internal control over financial reporting, to the Registrant's auditors and
        the
        audit committee of
        the
        Registrant's board of directors (or persons performing the equivalent
        functions):
 
 a)
        all
        significant deficiencies and material weaknesses in the design or operation
        of internal
        control over financial reporting which are reasonably likely to
        adversely
 affect
        the Registrant's ability to record, process, summarize and report financial information;
        and
 
 b)
        any
        fraud, whether or not material, that involves management or other employees who
        have
        a significant role in the Registrant's internal control over financial
        reporting.
  
 Date:
        November 11, 2006
  /s/
        Shawn A. Callahan
 Shawn
        A.
        Callahan
 Chief
        Financial Officer