**EXHIBIT 31.1**

 

**Certification**

 

I, Dale B. Herbst,certify that:

 

1.             I have reviewed this annual report on Form 10-K ofWII Components, Inc.;

 

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

 

3.             Based on my knowledge, the consolidated financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.             The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial 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, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b.              Designed such internal control over financial reportingor caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

c.               Evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d.              Disclosed in 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 havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of theregistrant’s boardof directors (or persons performing the equivalent functions):

 

a.             All significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarizeand report financial information; and

 

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

 
| Date: March 31, 2009 |                                               |
|---------------------------|----------------------------------------------------|
|                      | /s/ Dale B. Herbst                                 |   |
|                      | Dale B. Herbst                                     |
|                      | Chief Financial  Officer, Treasurer, and Secretary |

 

 

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