**Exhibit
        31.2**
 **Certification
          of Chief Financial Officer**
 **Securities
          Exchange Act Rules 13a-14(a) and 15d-14(a)**
 **As
          Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
 
  I, Shawn
        A. Callahan, Chief Financial Officer, certify that:
 
 1. I
        have
        reviewed this Annual Report on Form 10-KSB of Metwood, Inc. (the
“Company”).
 
 2. Based
        on my
        knowledge, this report does not contain any untrue statement of a material
        fact
        or omit to state a material fact necessary to make the statement made, in
        light
        of the circumstances under which such statements were made, not misleading
        with
        respect to the period covered by this report;
 
 3. Based
        on my
        knowledge, the financial statements, and other financial information included
        in
        this report, fairly present in all material respects, the financial condition,
        results of operations and cash flows of the Company as of, and for, the periods
        presented in this report;
 
 4. The
        Company’s
        other certifying officer(s) and I are responsible for establishing and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-15d-15(e) and 15d-15(e)) for the Company 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 Company, including its consolidates subsidiaries,
        is
        made known to us by others within those entities, particularly during the
        period
        in which this report is being prepared;
 
 (b) Evaluated
        the
        effectiveness of the Company’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
        based on such evaluation; and
 
 (c) Disclosed
        in this
        report any change in the Company’s internal control over financial reporting
        that occurred during the Company’s fourth fiscal quarter that has materially
        affected, or is reasonably likely to materially affect, the Company’s internal
        control over financial reporting; and
 
 5. The
        Company’s
        other certifying officer(s) and I have disclosed, based on our most recent
        evaluation of internal control over financial reporting, to the Company’s
        auditors and the audit committee of Company’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 Company’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 Company’s internal control over financial
        reporting.
  Date: October
                19, 2005
              By:
              /s/ Shawn
                A. CallahanShawn
                  A. Callahan
                Chief Financial
                  Officer