Attached files
UNITED STATES
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2016
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-53088
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Command Center, Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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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 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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(866)
464-5844
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(Registrant’s
Telephone Number, including Area Code)
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Securities
Registered Pursuant to Section 12(b) of the
Act: None
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Securities
Registered Pursuant to Section 12(g) of the Act: Common
Stock, par value $0.001
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(Title
of Class)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ☐·No☑
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Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐·No☑
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Indicate
by checkmark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes ☑·No ☐
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Indicate
by check mark whether the Registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes ☑·No ☐
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Indicate
by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to the Form 10-K.
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Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
“Accelerated filer and large accelerated filer” in Rule
12b-2 of the Exchange Act (Check one): Large Accelerated
Filer ☐ Accelerated
Filer ☐·Non-Accelerated
Filer ☐·Smaller Reporting
Company ☑
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Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes ☐·No☑
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The
aggregate market value of the voting and non-voting common equity
held by non-affiliates, computed by reference to the price at which
the common equity was last sold, as of the last business day of the
second fiscal quarter, June 24, 2016, was approximately
$24,296,595.
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As of
March 30, 2017, there were 60,634,650 shares of the
registrant’s common stock outstanding.
The
following document is incorporated by reference into Parts I, II,
III, and IV of this report: None.
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EXPLANATORY NOTE
Command
Center, Inc. is filing this amendment No.1 on Form 10-K/A for the
year ended December 30, 2016 as filed with the Securities and
Exchange Commission on April 11, 2017, in order to address comments
from the SEC that required us to add disclosure in Item 9A,
“Controls and Procedures.”
This Form 10-K/A does not attempt to modify or update any other
disclosures set forth in the original annual report on Form 10-K
for the year ended December 31, 2016, and filed with the Securities
and Exchange Commission on April 11, 2017, except as required to
reflect the additional information included in Part II of this
Form 10-K/A.
PART II
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure
controls and procedures. Our Chief Executive Officer ("CEO") and the
Chief Financial Officer ("CFO") evaluated our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of this Form 10-K. Based on that
evaluation, our CEO and CFO concluded that, as of December 30,
2016, our disclosure controls and procedures were
effective.
(b) Management's Report on
Internal Control Over Financial Reporting. Our management is responsible for
establishing and maintaining adequate internal control over
financial reporting. The Company hired a new Chief Financial
Officer and a new Controller at the end of its 2016 third quarter
and during their review of prior year account reconciliations they
identified certain immaterial misstatements. Since those
misstatements were material to the 2016 financial statements, the
2015 financial statements were revised. The misstatements were not
considered the result of a material weakness in internal controls.
The Company has hired a third party consultant to assess the
internal controls environment under the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) 13 Framework. Based
on our evaluation, our CEO and CFO concluded that our internal
control over financial reporting was effective as of December 30,
2016. The Company intends to consider recommendations from the
third party consultant as well as information obtained from the
review of prior account reconciliations to make enhancements to its
internal control over financial reporting during
2017.
(c) Changes in internal controls
over financial reporting. There have not been any changes in our
internal control over financial reporting during the quarter ended
December 30, 2016 which have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Exhibit No.
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Description
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Consent
of PMB Helin Donovan
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Certification
of Principal Executive Officer-Section 302
Certification
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Certification
of Principal Accounting Officer-Section 302
Certification
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Certification
of Chief Executive Officer-Section 906 Certification
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Certification
of Principal Accounting Officer-Section 906
Certification
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrants have duly caused this amendment
to the report to be signed on their behalf by the undersigned,
thereunto duly authorized on the 22nd day of December,
2017.
COMMAND CENTER, INC.
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/s/
Frederick Sandford
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President,
Chief Executive Officer
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Frederick
Sandford
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Signature
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Title
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Printed Name
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/s/
Cory Smith
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Principal
Accounting Officer
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Cory
Smith
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Signature
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Title
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Printed Name
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In
accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
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/s/
John Stewart
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Director
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John
Stewart
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December
22, 2017
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Signature
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Title
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Printed Name
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Date
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/s/
Richard Finlay
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Director
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Richard
Finlay
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December
22, 2017
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Signature
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Title
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Printed Name
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Date
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/s/
Frederick Sandford
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Director
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Frederick
Sandford
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December
22, 2017
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Signature
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Title
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Printed Name
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Date
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/s/
John Schneller
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Director
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John Schneller
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December
22, 2017
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Signature
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Title
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Printed Name
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Date
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/s/ JD
Smith
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Director
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JD
Smith
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December
22, 2017
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Signature
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Title
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Printed Name
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Date
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/s/ R.
Rimmy Malhotra
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Director
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R.
Rimmy Malhotra
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December
22, 2017
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Signature
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Title
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Printed Name
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Date
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/s/
Steven Bathgate
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Director
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Steven
Bathgate
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December
22, 2017
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Signature
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Title
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Printed Name
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Date
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4