**EXHIBIT 31.2**

 

**Certification**

 

I, JohnFitzpatrick, certify that:

 

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

 

2.             Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Based on myknowledge, the consolidated financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.             The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

 

a.             Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation 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 reporting,or 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 theeffectiveness 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 inthis 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’s internal control over financial reporting; and

 

5.             The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditorsand the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

 

a.             Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonable likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b.             Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date: March 23, 2006 |                    |
|----------------------|-------------------------|
|                 | /s/ John Fitzpatrick    |   |
|                 | John Fitzpatrick        |
|                 | Chief Executive Officer |

 

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