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**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

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**FORM 10-Q/A**

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**x****                             ****AMENDMENT NO. 1 TOQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15**** ****(d) OF THESECURITIES EXCHANGE ACT OF 1934**

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**For the quarterly period ended March 31, 2008**

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**or**

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**o****                                ****TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

** **

**Commission file number:**

**333-115490**

 

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**WIICOMPONENTS, INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**             | ** ** | **No. 73-1662631**              |
|--------------------------|------------|--------------------------------------|
| (State of Incorporation) |       | (I.R.S. Employer Identification No.) |

 

**525 Lincoln Avenue SE, St. Cloud, Minnesota 56304**

(Address of principal executive offices) (Zip Code)

 

**(320) 252-1503**

(Registrant’s telephone number, Including area code)

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days.

 

Yes x No o.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting companyfiler.  See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

 

| Large  Accelerated Filer  o | Accelerated  Filer  o | Non-accelerated  Filer  x | Smaller  Reporting Company  o. |
|----------------------------------|----------------------------|--------------------------------|-------------------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

 

Yes o No x.

 

As of May 5, 2008, 100 shares of common stock, $.01 par value pershare, were outstanding (all of which are owned by WII Holding, Inc.).

 

 

 

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**WII COMPONENTS, INC.**

 

**AMENDMENT NO. 1 TO FORM 10-Q**

**Quarter Ended March 31,  2008**

 

**Explanatory Note**

 

This Amendment No. 1 to the Quarterly Report on Form 10-K/A (“AmendmentNo. 1”) is being filed to amend the Company’s Quarterly Report on Form 10-Qfor the quarterly period ended March 31, 2008, previously filed on May 12,2008 (the “Original Filing”) in order to revise the disclosure relating tomanagement’s evaluation of disclosure controls and procedures contained in Item4T of Part I of the Quarterly Report and revise the certificationscontained in Exhibits 31.1 and 31.2 to relate to the Company’s internalcontrols over financial reporting.  ThisAmendment No. 1 on Form 10-Q/A amends and restates only Items 4T of Part Iand Item 6 of Part II of the Original Filing to reflect the changesto Item 4T and Exhibits 31.1 and 31.2. Except for the foregoing amended information, this Amendment No. 1on Form 10-Q/A continues to describe conditions as of the date of theOriginal Filing, and we have not updated the disclosures contained herein toreflect events that occurred at a later date. Accordingly, this Amendment No. 1should be read in conjunction with the Company’s SEC Filings made subsequent tothe original filing.

 

As used in this Amendment No. 1, the terms “we,” “us” or “our”refer to WII Components, Inc. and its consolidated subsidiaries and theirrespective predecessors.

 

**Table of Contents**

 
| **Part I—Financial  Information** |   |
|---------------------------------------------|--------|
| Item 4T.  Controls and Procedures           |   |
|                                        |   |
| **Part II-Other Information**          |   |
| Item 6. Exhibits                            |   |
| Signatures                                  |   |

 

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**PART I—FINANCIAL INFORMATION**

** **

### **Item 4T. Controls and Procedures**

### ** **

(a)                                 **Evaluation of disclosurecontrols and procedures.**

 

As required by Rule 13a-15 under the Securities Exchange Act of1934 (the “Exchange Act”), we carried out an evaluation under the supervisionand with the participation of our management, including our Chief ExecutiveOfficer and Chief Financial Officer, of the effectiveness of the design andoperation of our disclosure controls and procedures as of the end of the periodcovered by the Quarterly Report in connection with the filing of this AmendmentNo. 1.  For purposes of the foregoing, the termdisclosure controls and procedures means controls and other procedures of anissuer that are designed to ensure that information required to be disclosed bythe issuer in the reports that it files or submits under the Exchange Act isrecorded, processed, summarized and reported, within the time periods specifiedin the rules and forms of the Securities and Exchange Commission (“SEC”).  Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that informationrequired to be disclosed by an issuer in the reports that it files or submitsunder the Exchange Act is accumulated and communicated to the issuer’smanagement, including its principal executive and principal financial officers,or persons performing similar functions, as appropriate to allow timelydecisions regarding required disclosure. Our disclosure controls and procedures are designed to providereasonable assurance of achieving their objectives as outlined above.  Basedupon that evaluation, our Chief Executive Officer and Chief Financial Officerhave concluded that they believe that, as of the end of the period covered bythe Quarterly Report, our disclosure controls and procedures were not effectiveat a reasonable assurance level.  Inreaching this conclusion, the Chief Executive Officer and Chief FinancialOfficer noted that the certifications contained in Exhibits 31.1 and 31.2 didnot include the required certifications relating to the Company’s internalcontrols over financial reporting as required by applicable SECregulations.  We are currently reviewingour disclosure controls and procedures to correct the deficiency that lead tothis omission and expect to implement changes in the near term.

 

(b)                                **Changes in internal controlsover financial reporting.**

 

Therewere no changes in our internal controls over financial reporting during our firstfiscal quarter that have materially affected, or are reasonably likely tomaterially affect, our internal controls over financial reporting.

 

**PART II—OTHER INFORMATION**

 

### **Item 6. Exhibits**

### ** **

31.1*                   Certification of Vice President, Treasurerand Secretary of WII Components, Inc., pursuant to Rule 15d-14(a), asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*                   Certification of Chief Executive Officer ofWII Components, Inc., pursuant to Rule 15d-14(a), as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002

32.1**            Certification of Vice President, Treasurerand Secretary of WII Components, Inc., pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**            Certification of Chief Executive Officer ofWII Components, Inc., pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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*Filedherewith.

**Thiscertification shall not be deemed “filed” for purposes of Section 18 ofthe Securities Exchange Act of 1934, or otherwise subject to the liability ofthat section, nor shall it be deemed to be incorporated by reference into anyfiling under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

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**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|                         | WII  COMPONENTS, INC. |
|------------------------------|-----------------------|
|                         |                  |
| Dated:  August 14, 2008 | By:                   |
|                         |                  | /s/  John Fitzpatrick |
|                         |                  | John  Fitzpatrick |
|                         |                  | President  and Chief Executive Officer |
|                         |                  | (Principal  Executive Officer) |
| Dated:  August 14, 2008 |                  |   |
|                         |                  | /s/  Dale B. Herbst |
|                         |                  | Dale  B. Herbst |
|                         |                  | Chief  Financial Officer, Treasurer and Secretary |
|                         |                  | (Principal  Financial and Accounting Officer) |

 

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