Exhibit 31.2
Certification of Chief Financial Officer
Securities Exchange Act Rules 13a-14 and 15d-14
As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Shawn A. Callahan,certifythat:
1.I have reviewed this quarterlyreport onForm 10-Q of Metwood,Inc.;
2. Based onmyknowledge,thisquarterlyreportdoesnotcontainanyuntruestatementofa materialfact or omit to state a material fact necessary to make the statements made,in light of the circumstances under whichsuchstatementsweremade,not misleadingwith respect to the period covered by this quarterlyreport;
3. Based onmyknowledge, thefinancialstatementsandotherfinancialinformationincludedinthisquarterly reportfairly presentinall materialrespects thefinancial condition,results ofoperations and cash flows of the registrantas ofandforthe periods presented in this quarterlyreport;
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 controlover financialreporting (as defined in Exchange ActRules13a-15(f)
and 15d-15(f)) for theregistrantand have:
a) designed suchdisclosurecontrols and procedures to ensurethat materialinformation
relating to the registrant, including its consolidated subsidiary, is made known to us
by others within those entities, particularly during the periodin which this annual
report is being prepared;
b)designed such internal controls and procedures, or caused such disclosure controls
and proceduresto bedesignedunderour supervision,toprovide 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 based on
suchevaluation;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 reasonably likely to materially affect, the registrant's internal control
over financialreporting;and
5.The registrant's other certifyingofficer and Ihave disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee ofthe registrant's board ofdirectors(orpersons performingthe equivalentfunctions):
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'sabilitytorecord, process, summarizeandreport financial
b)any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internalcontrol overfinancialreporting.
Date:February 6, 2012/s/ ShawnA. Callahan
ShawnA. Callahan
ChiefFinancial Officer