| 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 |
| I, Shawn A. Callahan,certify that: |
| 1. I have reviewed this quarterly report on Form 10-Q of Metwood, Inc.; |
| 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 effectiveness 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 (the Registrant's |
| fourth fiscal quarter in the case of an annual report) that has materially affected, or is |
| 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: May 12, 2009 /s/ Shawn A. Callahan |
| Shawn A. Callahan |
| Chief Financial Officer |