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Washington
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91-2079472
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(State
of other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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3609 S Wadsworth Blvd., Suite 250
Lakewood CO
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80235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging
growth company
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☐
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PART I. FINANCIAL INFORMATION
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Page
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Item 1.
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Financial Statements
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3
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|
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Consolidated Condensed Balance Sheets as of March 31, 2017 and
December 30, 2016
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3
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|
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Consolidated Condensed Statements of Income for the Thirteen weeks
ended March 31, 2017 and March 25, 2016
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4
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|
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Consolidated Condensed Statement of Changes in Stockholders’
Equity
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5
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|
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Consolidated Condensed Statements of Cash Flows for the Thirteen
weeks ended March 31, 2017 and March 25, 2016
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6
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Notes to Consolidated Condensed Financial Statements
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7
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Item 2.
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Management's Discussion and Analysis of Financial Condition and
Results of Operations
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15
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Item 3.
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Quantitative and Qualitative Disclosures about Market
Risk
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18
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Item 4.
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Controls and Procedures
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18
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PART II. OTHER INFORMATION
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Item 1.
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Legal Proceedings
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18
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Item 1A.
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Risk Factors
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18
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Item 2.
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Unregistered Sales of Equity Securities and Use of
Proceeds
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18
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Item 3.
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Default on Senior Securities
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18
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Item 4.
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Mine Safety Disclosure
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18
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Item 5.
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Other Information
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18
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Item 6.
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Exhibits
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19
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Signatures
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20
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|
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March
31,
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December
30,
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2017
|
2016
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(Unaudited)
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|
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Assets
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|
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|
Current
Assets
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|
|
|
Cash
|
$
3,751,904
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$
3,022,741
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Restricted
cash
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1,469
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24,676
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Accounts
receivable, net of allowance for doubtful accounts of $918,270 and
$899,395, respectively
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9,467,745
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10,287,456
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Prepaid expenses,
deposits, and other
|
571,633
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631,873
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Prepaid
workers’ compensation
|
280,790
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745,697
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Other
receivables
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705,050
|
115,519
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Current portion of
workers’ compensation risk pool deposits
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404,312
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404,327
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Total
Current Assets
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15,182,903
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15,232,289
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Property and
equipment, net
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399,432
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432,857
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Deferred tax
asset
|
2,200,153
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2,316,774
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Workers’
compensation risk pool deposits, less current portion,
net
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2,006,813
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2,006,813
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Goodwill and other
intangible assets, net
|
4,252,102
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4,307,611
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Total
Assets
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$
24,041,403
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$
24,296,344
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|
Liabilities
and Stockholders’ Equity
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|
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Current
Liabilities
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Accounts
payable
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398,955
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762,277
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Checks issued and
payable
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98,837
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98,837
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Other current
liabilities
|
482,403
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297,089
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Accrued wages and
benefits
|
1,428,349
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1,567,585
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Current portion of
workers’ compensation premiums and claims
liability
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1,050,205
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1,101,966
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Total
Current Liabilities
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3,458,749
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3,827,754
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Long-Term
Liabilities
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Workers’
compensation claims liability, less current portion
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1,526,441
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1,604,735
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Total
Liabilities
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4,985,190
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5,432,489
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Commitments and
Contingencies (See Note 10)
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Stockholders’
Equity
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Preferred stock -
$0.001 par value, 5,000,000 shares authorized, none issued and
outstanding
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-
|
-
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Common stock -
100,000,000 shares, $0.001 par value, authorized; 60,634,650 shares
issued and outstanding
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60,634
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60,634
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Additional
paid-in-capital
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56,384,531
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56,374,625
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Accumulated
deficit
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(37,388,952
)
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(37,571,404
)
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Total
Stockholders’ Equity
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19,056,213
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18,863,855
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Total
Liabilities and Stockholders’ Equity
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$
24,041,403
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$
24,296,344
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||
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The
accompanying notes are an integral part of these consolidated
condensed financial statements.
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||
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Thirteen
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Thirteen
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Weeks
Ended
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Weeks
Ended
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March 31,
2017
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March 25,
2016
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Revenue
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$
22,348,249
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$
19,066,524
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Cost of staffing
services
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16,610,015
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14,349,976
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Gross
profit
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5,738,234
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4,716,548
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Selling, general,
and administrative expenses
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5,343,607
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5,171,825
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Depreciation and
amortization
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95,550
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39,334
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Income (loss) from
operations
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299,077
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(494,611
)
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Interest expense
and other financing expense
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4
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40,381
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Net income (loss)
before income taxes
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299,073
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(534,992
)
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Provision for
income taxes
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116,621
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3,769
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Net income
(loss)
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$
182,452
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$
(538,761
)
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Earnings
per share:
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Basic
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$
0.00
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$
(0.01
)
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Diluted
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$
0.00
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$
(0.01
)
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Weighted
average shares outstanding:
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Basic
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60,634,650
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64,169,712
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Diluted
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61,365,419
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64,169,712
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The
accompanying notes are an integral part of these consolidated
condensed financial statements.
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||
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Common
Stock
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Additional
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Accumulated
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Shares
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Par
Value
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Paid-in-
Capital
|
Deficit
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Total
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Balance
at December 30, 2016
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60,634,650
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$
60,634
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$
56,374,625
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$
(37,571,404
)
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$
18,863,855
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Stock-based
compensation expense
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-
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-
|
9,906
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-
|
9,906
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Net income for the
period
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-
|
-
|
-
|
182,452
|
182,452
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|
Balance
at March 31, 2017
|
60,634,650
|
$
60,634
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$
56,384,531
|
$
(37,388,952
)
|
$
19,056,213
|
|
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|
|
The
accompanying notes are an integral part of these consolidated
condensed financial statements.
|
|||||
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|
Thirteen
|
Thirteen
|
|
|
Weeks
Ended
|
Weeks
Ended
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|
|
March 31,
2017
|
March 25,
2016
|
|
Cash
flows from operating activities
|
|
|
|
Net income
(loss)
|
$
182,452
|
$
(538,761
)
|
|
Adjustments to
reconcile net income to net cash provided by
operations:
|
|
|
|
Depreciation and
amortization
|
95,550
|
39,334
|
|
Bad debt
expense
|
18,875
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29,267
|
|
Stock based
compensation
|
9,906
|
131,901
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Deferred tax
asset
|
116,621
|
-
|
|
Changes in assets
and liabilities:
|
|
|
|
Accounts receivable
– trade
|
800,836
|
(392,522
)
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Prepaid
workers’ compensation
|
464,907
|
338,042
|
|
Other
receivables
|
-
|
(60,000
)
|
|
Prepaid expenses,
deposits, and other
|
146,087
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(40,478
)
|
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Workers’
compensation risk pool deposits
|
15
|
240,885
|
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Accounts
payable
|
(363,322
)
|
(55,560
)
|
|
Checks issued and
payable
|
-
|
(280,325
)
|
|
Other current
liabilities
|
185,314
|
(99,002
)
|
|
Accrued wages and
benefits
|
(139,236
)
|
(449,002
)
|
|
Workers’
compensation premiums and claims liability
|
(130,055
)
|
(667,220
)
|
|
Net cash (used in)
provided by operating activities
|
1,387,950
|
(1,803,441
)
|
|
Cash
flows from investing activities
|
|
|
|
Purchase of
property and equipment
|
(92,463
)
|
(3,738
)
|
|
Net cash used in
investing activities
|
(92,463
)
|
(3,738
)
|
|
Cash
flows from financing activities
|
|
|
|
Changes to account
purchase agreement facility
|
(589,531
)
|
(479,616
)
|
|
Purchase of
treasury stock
|
-
|
(220,499
)
|
|
Net cash used in
financing activities
|
(589,531
)
|
(700,115
)
|
|
Net
increase (decrease) in cash
|
705,956
|
(2,507,294
)
|
|
Cash
and restricted cash at beginning of period
|
3,047,417
|
7,629,424
|
|
Cash
and restricted cash at end of period
|
$
3,753,373
|
$
5,122,130
|
|
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
|
Interest
paid
|
$
4
|
$
40,381
|
|
Income taxes
paid
|
$
912
|
$
3,769
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated
condensed financial statements.
|
||
|
|
Thirteen
|
Thirteen
|
|
|
Weeks
Ended
|
Weeks
Ended
|
|
|
March 31,
2017
|
March 25,
2016
|
|
Weighted average
number of common shares used in basic net income per common
share
|
60,634,650
|
64,169,712
|
|
Dilutive effects of
stock options
|
730,769
|
-
|
|
Weighted average
number of common shares used in diluted net income per common
share
|
61,365,419
|
64,169,712
|
|
Assets:
|
|
|
Current
assets
|
$
587,833
|
|
Fixed
assets
|
92,220
|
|
Intangible
assets
|
659,564
|
|
Goodwill
|
1,277,568
|
|
|
$
2,617,185
|
|
Liabilities:
|
|
|
Current
liabilities
|
$
637,185
|
|
Net purchase
price
|
$
1,980,000
|
|
|
Thirteen
|
|
|
Weeks
Ended
|
|
|
March 25,
2016
|
|
Revenue
|
$
21,001
|
|
|
|
|
Net income before
income tax
|
$
(13
)
|
|
Income
tax
|
$
101
|
|
Net
income
|
$
(114
)
|
|
|
March
31,
2017
|
December
30,
2016
|
|
Goodwill
|
$
3,777,568
|
$
3,777,568
|
|
Intangible
assets
|
659,564
|
659,564
|
|
Accumulated
amortization
|
(185,030
)
|
(129,521
)
|
| Goodwill and other intangible assets, net |
$
4,252,102
|
$
4,307,611
|
|
|
Number
of
|
Weighted
Average
|
Weighted
Average
|
|
|
Shares
Under
|
Exercise
Price
|
Grant Date
Fair
|
|
|
Options
|
Per
Share
|
Value
|
|
Outstanding
December 30, 2016
|
2,498,000
|
$
0.36
|
$
0.24
|
|
Granted
|
-
|
-
|
-
|
|
Forfeited
|
-
|
-
|
-
|
|
Expired
|
(131,500
)
|
0.41
|
0.33
|
|
Exercised
|
-
|
-
|
-
|
|
Outstanding March
31, 2017
|
2,366,500
|
$
0.36
|
$
0.23
|
|
|
|
Weighted
Average
|
Weighted
Average
|
|
|
Number
of
|
Exercise
Price
|
Grant Date
Fair
|
|
|
Options
|
Per
Share
|
Value
|
|
Non-vested December
30, 2016
|
637,500
|
$
0.40
|
$
0.27
|
|
Granted
|
-
|
-
|
-
|
|
Vested
|
(375,000
)
|
0.13
|
0.10
|
|
Forfeited
|
-
|
-
|
-
|
|
Non-vested March
31, 2017
|
262,500
|
$
0.69
|
$
0.37
|
|
|
|
|
Weighted
Average
|
|
|
|
|
Weighted
Average
|
Remaining
|
Aggregate
|
|
|
Number of
Shares
|
Exercise
Price
|
Contractual
Life
|
Intrinsic
|
|
|
Under
Options
|
Per
Share
|
(years)
|
Value
|
|
Outstanding
|
2,366,500
|
$
0.36
|
5.08
|
$
279,000
|
|
Exercisable
|
2,104,000
|
$
0.32
|
5.14
|
$
279,000
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||
|
Range of exercise prices
|
|
Number of Shares Outstanding
|
|
Weighted Average Contractual Life
|
|
Number of Shares Exercisable
|
|
Weighted Average Contractual Life
|
|
0.20 – 0.41
|
|
1,686,500
|
|
3.75
|
|
1,686,500
|
|
4.22
|
|
0.67 – 0.73
|
|
680,000
|
|
1.33
|
|
417,500
|
|
0.92
|
|
|
|
2,366,500
|
|
5.08
|
|
2,104,000
|
|
5.14
|
|
|
Operating
Lease
|
|
Year
|
Obligation
|
|
2017 (9
months)
|
$
619,324
|
|
2018
|
585,774
|
|
2019
|
385,785
|
|
2020
|
217,950
|
|
2021
|
-
|
|
Thereafter
|
-
|
|
|
$
1,808,833
|
|
|
Thirteen weeks
ended
|
Thirteen weeks
ended
|
||
|
|
March 31 ,
2017
|
March 25,
2016
|
||
|
|
|
|
|
|
|
Total operating
revenue
|
$
22,348
|
|
$
19,067
|
|
|
Cost of staffing
services
|
16,610
|
74.3
%
|
14,350
|
75.3
%
|
|
Gross
Profit
|
5,738
|
25.7
%
|
4,717
|
24.7
%
|
|
Selling, general,
and administrative expenses
|
5,343
|
23.9
%
|
5,172
|
27.1
%
|
|
Depreciation and
amortization
|
96
|
0.4
%
|
40
|
0.2
%
|
|
Income (loss) from
operations
|
299
|
1.3
%
|
(495
)
|
(2.6
%)
|
|
Interest expense
and other financing expense
|
-
|
0.0
%
|
40
|
0.2
%
|
|
Net income (loss)
before taxes
|
299
|
1.3
%
|
(535
)
|
(2.8
%)
|
|
Provision for
income taxes
|
117
|
0.5
%
|
4
|
0.0
%
|
|
Net income
(loss)
|
$
182
|
0.8
%
|
$
(539
)
|
(2.8
%)
|
|
Non-GAAP
data
|
|
|
|
|
|
EBITDA
|
$
395
|
1.8
%
|
$
(455
)
|
(2.4
%)
|
|
Adjusted
EBITDA
|
$
405
|
1.8
%
|
$
(73
)
|
(0.4
%)
|
|
|
Thirteen
|
Thirteen
|
|
|
Weeks
Ended
|
Weeks
Ended
|
|
|
March 31,
2017
|
March 25,
2016
|
|
Net income
(loss)
|
$
182
|
$
(539
)
|
|
Adjustments:
|
|
|
|
Interest expense
and other financing expense
|
-
|
40
|
|
Depreciation and
amortization
|
96
|
40
|
|
Provision for
income taxes
|
117
|
4
|
|
EBITDA
|
395
|
(455
)
|
|
Non-cash
compensation
|
10
|
132
|
|
Reserve for
workers’ compensation deposit
|
-
|
250
|
|
Adjusted
EBITDA
|
$
405
|
$
(73
)
|
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
Account
Purchase Agreement by and between Command Center, Inc. and Wells
Fargo Bank. N.A., dated May 12, 2016.
|
|
|
Certification
of Frederick Sandford, Chief Executive Officer of Command Center,
Inc. pursuant to Rule 13a-14(a) as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification
of Colette Pieper, Chief Financial Officer of Command Center, Inc.
pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification
of Frederick Sandford, Chief Executive Officer of Command Center,
Inc. pursuant to 18 U.S.C. Section 1350, as adopted in Section 906
of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification
of Colette Pieper, Chief Financial Officer of Command Center, Inc.
pursuant to 18 U.S.C. Section 1350, as adopted in Section 906 of
the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
/s/
Frederick Sandford
|
|
President
and CEO
|
|
Frederick
Sandford
|
|
May 15,
2017
|
|
Signature
|
|
Title
|
|
Printed
Name
|
|
Date
|
|
|
|
|
|
|
|
|
|
/s/
Colette Pieper
|
|
Principal
Accounting Officer
|
|
Colette
Pieper
|
|
May 15,
2017
|
|
Signature
|
|
Title
|
|
Printed
Name
|
|
Date
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|