**EXHIBIT 31.1**

 

**Certification**

 

I, Dale B. Herbst, 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.             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 external purposesin 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 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 reasonably 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/ Dale B. Herbst                                |
|                      | Dale B. Herbst                                    |
|                      | Chief Financial Officer, Treasurer, and Secretary |

 

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