**EXHIBIT 31.2**

 

**Certification**

 

I, John Fitzpatrick, certify that:

 

1.            Ihave reviewed this annual report on Form 10-K of WII Components, Inc.;

 

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

 

3.           Based on my knowledge, the consolidated financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4.           The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a.            Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.             Designedsuch internal control over financial reporting or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c.                                          Evaluated the effectiveness of theregistrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

d.             Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’sinternal control over financial reporting; and

 

5.           The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

 

a.            All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonable likely toadversely affect the registrant’s ability to record, process, summarizeand report financial information; and

 

b.            Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.

 
| Date: March 31, 2010 |                                  |
|---------------------------|---------------------------------------|
|                      | /s/ John Fitzpatrick                  |
|                      | John Fitzpatrick                      |
|                      | President and Chief Executive Officer |

 

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