As filed with the Securities and Exchange Commission on ~~December 19, 2014~~October 1, 2021

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~BG STAFFING,~~BGSF, INC.

(Exact name of each registrant as specified in its charter)



Delaware						26-0656684
(State or other jurisdiction						(I.R.S. Employer
of incorporation or organization)						Identification Number)

~~5000 Legacy Drive,~~5850 Granite Parkway, Suite ~~350~~730

Plano, Texas 75024

(972) 692-2400

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

~~L. Allen Baker, Jr.~~Beth Garvey

President and Chief Executive Officer

~~BG Staffing,~~BGSF, Inc.

~~5000 Legacy Drive,~~5850 Granite Parkway, Suite ~~350~~730

Plano, Texas 75024

(972) 692-2400

(Name and address, including zip code, and telephone number,

including area code, of agent for service of process)

With copies to:

~~Glen J. Hettinger, Esq.~~Brandon Byrne

~~William P. Bowers, Esq.~~

~~Fulbright & Jaworski LLP~~

~~(A Member of~~ Norton Rose ~~Fulbright)~~Fulbright US LLP

2200 Ross Avenue, Suite ~~2800~~3600

Dallas, Texas 75201

(214) ~~855-7444~~855-7437

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with the dividend or interest reinvestment plans, check the following box. þ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer” and~~filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange ~~Act (Check one):~~Act.

Large accelerated filer

Accelerated filer

¨☒

Non-accelerated filer

~~(Do not check if a smaller reporting company)~~

Smaller reporting company

þ☒

Emerging growth company

~~______________________________________________________________~~


CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Aggregate Offering Price Per Security(1)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(1)(2)
Common Stock, par value $0.01 per share	(3)	(3)	(3)
Preferred Stock, par value $0.01 per share	(3)	(3)	(3)
Depositary Shares	(3)	(3)	(3)
Warrants	(3)	(3)	(3)
Rights	(3)	(3)	(3)
Units	(3)	(3)	(3)
Total			$100,000,000	$9,270

Amount To
Be Registered(1) Proposed
Maximum
Aggregate
Offering
Price Per
Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee
Primary Offering:
Common Stock, par value $0.01 per share (3)
Preferred Stock, par value $0.01 per share (3)
Warrants
Total Primary Offering $60,000,000
- $60,000,000
(4) $6,972
(2)
Secondary Offering:
Common Stock, par value $0.01 per share 822,212
$ 9.75
$ 8,016,567
$ 931.53

Total Secondary Offering 822,212
$ 9.75
(5) $ 8,016,567
$ 931.53
(5)

(1) ~~Pursuant~~There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate amount of depositary shares, such indeterminate number of warrants to ~~Rule 457(i) under~~purchase common stock or preferred stock, such indeterminate number of rights to purchase common stock, preferred stock, or warrants, and such indeterminate number of units as may be sold by the ~~Securities Act of 1933 (the “Securities Act”) the~~registrant from time to time, which together shall have an aggregate initial offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock orand preferred stock as may be issued upon conversion of or exchange ~~of any~~for preferred stock ~~or warrants registered hereunder~~ that provide for conversion or exchange, upon exercise of warrants or rights, or pursuant to the anti-dilution provisions of any of such securities.

~~(2) Calculated~~ In addition, pursuant to Rule ~~457(o) under the Securities Act.~~

~~(3) Includes an indeterminate number of shares of common stock or preferred stock as may be sold from time to time, at indeterminate prices.~~

(4) Any securities registered hereunder with respect to the primary offering may be sold separately or as units with other securities registered hereunder. The proposed maximum offering price per unit will be determined by the registrant in connection with the issuance of the securities. In no event will the aggregate offering price of all securities issued from time to time by the Company pursuant to this registration statement exceed $60,000,000.

~~(5) Pursuant to Rule 457(c)~~416 of the rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”), the ~~offering price~~shares being registered hereunder include such indeterminate number of shares of common stock and ~~registration fee are computed~~preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.

(2)Calculated pursuant to Rule 457(o) under the Securities Act, based on the ~~average~~proposed maximum aggregate offering price of all securities offered for sale by the ~~high and low prices reported for~~registrant.

(3)Omitted pursuant to General Instruction II.D. of Form S-3 under the ~~registrant’s common stock traded on the NYSE MKT on December 18, 2014.~~

Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, ~~of 1933~~ or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to Completion, dated ~~December 19, 2014~~October 1, 2021

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

$~~60,000,000~~100,000,000

Common Stock

Preferred Stock

Depositary Shares

Warrants

Rights

Units

~~822,212 Shares of Common Stock~~

BGSF, INC.

We may offer and sell up to ~~$60,000,000~~$100,000,000 of the securities described in this prospectus from time to time in one or more transactions. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update, or amend information contained in this ~~document.~~prospectus. You should read this prospectus and any applicable prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference ~~in this prospectus,~~herein or therein, before you invest. We may offer these securities in amounts, at prices, and on terms determined at the time of offering.

Certain selling stockholders may sell up to 822,212 shares of our common stock that they currently hold or have the right to acquire from time to time under this prospectus. We will not receive any proceeds from the sale of common stock by the selling stockholders. The shares of common stock held by the selling stockholders that are covered by this prospectus may be offered and sold from time to time directly by the selling stockholders or alternatively through underwriters or broker-dealers or agents. Such shares of common stock may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale or at negotiated prices. The selling stockholders will be responsible for any underwriting fees, discounts and commissions due to brokers, dealers or agents

Our common stock is traded on ~~NYSE MKT~~the New York Stock Exchange under the symbol “BGSF.” On ~~December 18, 2014,~~September 30, 2021, the closing price of our common stock ~~was $11.99.~~

~~The aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates is $64,791,334 based~~was $12.79. Each prospectus supplement will indicate whether the securities offered thereby will be listed on 6,573,790 shares of outstanding common stock, of which 1,170,009 shares are held by affiliates, and a price of $11.99 per share, which was the last reported sale price of our common stock on the NYSE MKT on December 18, 2014. As of the date of this prospectus, we have not previously offered any securities ~~pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus.~~exchange.

We are ~~an “emerging growth~~a “smaller reporting company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See “Risk Factors” on page 1 of this prospectus, contained in any applicable prospectus supplement, and in the documents incorporated by reference herein and therein, for a discussion of the factors you should carefully consider before deciding to purchase our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is .

TABLE OF CONTENTS

RISK FACTORS

Investing in our securities involves significant risks. Please see the risk factors under the heading “Risk Factors” in any prospectus supplement as well as in our most recent Annual Report on Form 10-K ~~for the fiscal year ended on December 29, 2013~~ and in our Quarterly Reports on Form 10-Q filed subsequent to the Annual Report on Form ~~10-Q for the quarterly period ended September 28, 2014,~~10-K, which are on file with the Securities and Exchange Commission, or the SEC, and are incorporated by reference in this ~~prospectus.~~prospectus and any prospectus supplement in their entirety, as the same may be amended, supplemented, or superseded from time to time by our filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. ~~Additional~~These risks, and additional risks and uncertainties not ~~presently~~ known to us or that we currently ~~deem~~believe are immaterial, ~~may also~~could materially and adversely affect our business, ~~operations.~~operating results, cash flows, financial condition, or prospects and the securities offered by means of this prospectus, and could result in a partial or complete loss of your investment.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”).~~Act. These statements relate to our expectations for future events and time periods. All statements, other than statements of historical fact, are statements that could be deemed to be forward-looking statements, including, but not limited to, statements regarding:

•future financial performance and growth targets or expectations;

•market and industry trends and developments; and

•the benefits of our completed and future merger, acquisition, and disposition transactions.

You can identify these and other forward-looking statements by the use of words such as “aim,” “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “might,” “will,” “should,” “would,” “can,” “could,” “potential,” “future,” “continue,” “ongoing,” “forecast,” “likely,” “budget,” “project,” “scheduled,” “committed,” “target” and similar expressions, and variations or negatives of these words.

These forward-looking statements are based on information available to us as of the date of this prospectus and our current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include:

•the availability of workers’ compensation insurance coverage at commercially reasonable terms;

•the availability of qualified ~~temporary personnel;~~field talent;

•compliance with federal, state, and ~~state~~local labor and employment laws and regulations and changes in such laws and regulations;

•the ability to compete with new competitors and competitors with superior marketing and financial resources;

•management team changes;

•the favorable resolution of current or future litigation;

~~the ability to begin to generate sufficient revenue to produce net profits;~~

•the impact of outstanding indebtedness on the ability to fund operations or obtain additional financing;

•the ability to leverage the benefits of recent acquisitions and successfully integrate newly acquired operations;

•adverse changes in the economic conditions of the industries, countries, or markets that we serve;

•the impact of, and the ability to mitigate or manage disruptions posed by, the novel coronavirus pandemic (“COVID-19”) or other pandemics;

•adverse changes in the economic conditions of the industries, countries or markets that we serve;

•disturbances in world financial, credit, and stock markets;

•unanticipated changes in ~~national and international~~ regulations affecting ~~the company’s~~our business;

•a decline in consumer confidence and discretionary spending;

•the general performance of the U.S. and global economies;

•continued or escalated conflict in the Middle ~~East;~~East or elsewhere; and

•other risks referenced from time to time in our past and future filings with the SEC, including in our most recent Annual Report on Form 10-K, ~~for the fiscal year ended December 29, 2013,~~ and in our Quarterly Reports on Form 10-Q.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this prospectus. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions, or otherwise, after the date of this prospectus. All forward-looking statements, expressed or implied, included or incorporated by reference in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the ~~“SEC,”~~SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities ~~Act~~Act. Under this shelf process, we may offer and sell any combination of ~~1933.~~the securities described in this prospectus in one or more offerings up to a total aggregate dollar amount of $100,000,000. Specific information about the terms of an offering will be included in a prospectus or a prospectus supplement relating to each offering of ~~shares.~~securities. That prospectus supplement may include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update, or change information included in this prospectus. You should carefully read both this prospectus, any prospectus supplement, any free writing prospectus that we authorize to be distributed to you, and any ~~applicable prospectus supplement,~~information incorporated by reference into the foregoing, together with additional information described ~~below~~ under the ~~caption~~headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More ~~Information.”~~

Information” before investing in any of the securities offered under this prospectus.

We have not authorized anyone to give you any additional information different from that contained in this prospectus, any accompanying prospectus supplement, or any free writing prospectus provided in connection with an offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer is not permitted.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents.

The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus or prospectus supplement, or that the information contained in any document incorporated by reference into this prospectus or any prospectus supplement, regardless of when this prospectus is delivered or when any sale of our securities occurs. Our business, financial condition, results of operations, cash flows, and prospects may have changed since that date.

If there is any inconsistency between the information in this prospectus or any information incorporated by reference herein and in a prospectus supplement, you should rely on the information in that prospectus supplement with the most recent date.

This prospectus is not an offer to sell or solicitation of an offer to buy our securities in any circumstances under which or jurisdiction in which the offer or solicitation is unlawful. Unless the context otherwise indicates, the terms ~~“BG Staffing,”~~ “the Company,” “we,” ~~“us,~~“our,” “ours,” and ~~“our” as used in this prospectus~~“us” refer to ~~BG Staffing,~~BGSF, Inc. and its subsidiaries. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires. In this prospectus, we sometimes refer to the common stock, preferred stock, depositary shares, warrants, rights, and units collectively as the “securities.”

~~OUR COMPANY~~

As used in this prospectus, unless the context otherwise indicates, the references to “BG Staffing,” “we,” “our,” or “us” refer to LTN Acquisition, LLC, together with its subsidiaries (including LTN Staffing, LLC), prior to the merger of LTN Acquisition, LLC with and into LTN Staffing, LLC and the subsequent conversion of the surviving limited liability company into a Delaware corporation, and BG Staffing, Inc. and its consolidated subsidiaries on or after such merger and conversion (the merger took place on November 1, 2013, and the conversion took place on November 3, 2013). Unless otherwise indicated or the context otherwise requires, financial and operating data in this prospectus and in the Annexes hereto reflect the consolidated business and operations of LTN Staffing, LLC and its wholly-owned subsidiaries prior to such merger and conversion, and BG Staffing, Inc. and its wholly-owned subsidiaries after such merger and conversion. LTN Acquisition, LLC had no operations; thus, the financial statements of this entity have not been included in this prospectus.BGSF, INC.

Company Overview ~~and History~~

We are a leading national ~~temporary staffing company that provides temporary workers to~~provider of professional workforce solutions and have completed a ~~variety~~series of ~~customers that are seeking to match their workforce requirements to their business needs. Our customers operate across a diverse set~~acquisitions including the acquisition of ~~industries.~~

~~We employ a diverse operating model, both from a skill set and a geographic standpoint, which we believe mitigates revenue risk. We have 32 branch offices in 12states within the U.S.~~

We commenced operations on October 17, 2007 and since 2009 new leadership has led an on-going growth & diversification initiative. Since 2010, we acquired and successfully integrated five companies to date:

~~On May 24, 2010, we purchased the interests of BG Personnel Services, LP and~~ BG Personnel, LP and ~~purchased the common stock of BG~~B G Staff Services Inc. ~~Shortly after the purchase, we relocated our corporate headquarters to Dallas, Texas. In 2011, we began doing business as BG Staffing.~~

~~On December 13,~~in June 2010, ~~we purchased~~ substantially all of the assets of JNA Staffing, Inc.~~, a Wisconsin corporation that specialized~~ in ~~providing temporary staffing services within the state of Wisconsin. These operations were rolled into our existing operations in Milwaukee, Wisconsin.~~

~~On November 21, 2011, we purchased substantially all of the assets of~~December 2010, Extrinsic, LLC ~~a Delaware limited liability company that specialized~~ in ~~providing information technology staffing services to customers within the U.S.~~

On December ~~3, 2012, we acquired substantially all of the assets of~~2011, American Partners, Inc.~~, which specialized~~ in ~~providing information technology staffing services to customers within the U.S.~~

~~On May 28, 2013, we acquired substantially all of the assets of~~December 2012, InStaff Holding Corporation and InStaff Personnel, LLC ~~a wholly owned subsidiary~~in June 2013, D&W Talent, LLC in March 2015, Vision Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM, LLC in October 2015, Zycron, Inc. in April 2017, Smart Resources, Inc. and Accountable Search, LLC in September 2017, and L.J. Kushner and Associates in December 2019, 100% of ~~InStaff Holding Corporation (collectively, “InStaff”). This acquisition has allowed us~~the equity of EdgeRock Technology Holdings, Inc. in February 2020, and substantially all of the assets of Momentum Solutionz LLC in February 2021. We operate within three industry segments: Real Estate, Professional, and Light Industrial. We provide workforce solutions to ~~strengthen~~client partners primarily within the United States of America. We currently operate across 42 states and ~~expand our operations~~D.C., as well as 12 on-site locations.

Real Estate

Our Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings currently in ~~our Light Industrial segment. InStaff operated 12 branches in Texas~~41 states and ~~Mississippi, which we continue to operate under~~D.C., via property management companies responsible for the ~~“InStaff” trade name.~~apartment communities’ and commercial buildings’ day-to-day operations. Our Real Estate segment operates through two divisions, BG Multifamily and BG Talent.

Professional

Our ~~Industry~~

~~The temporary staffing industry supplies temporary staffing services to customers to help them minimize the cost~~Professional segment provides skilled field talent on a nationwide basis for IT and ~~effort of workforce planning. These services also enable the customer to rapidly respond to changes in business conditions,~~finance, accounting, legal, and in some cases to convert fixed labor costs to variable costs. Temporary staffing companies act as intermediaries in matching available temporary workers to customer assignments. The demand for a flexible workforce continues to grow with competitivehuman resource client partner projects. Our Professional segment operates through three divisions, IT Consulting, IT Infrastructure & Development, and ~~economic pressures to reduce costs~~Finance and ~~respond to changing market conditions.~~

The temporary staffing market is subject to volatility based on overall economic conditions. Historically, in periods of economic growth, the number of companies providing temporary staffing services has increased due to low barriers to entry. During recessionary periods, the number of companies has decreased through consolidation, bankruptcies, or other events. The temporary staffing industry is experiencing increased demand in relation to total job growth as customers have placed a greater priority on maintaining a more flexible workforce.

~~The temporary staffing industry is large~~Accounting under various trade names including Extrinsic, American Partners, Donovan & Watkins, Vision Technology Services, Zycron, Smart Resources, L.J. Kushner & Associates, EdgeRock Technology Partners, and highly fragmented with many competing companies. Staffing companies compete both to recruit and retain a supply of temporary workers and to attract and retain customers to use these workers. Customer demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility. The temporary staffing industry includes a number of markets focusing on business needs that vary widely in duration of assignment and level of technical specialization.

We have diversified our operations to provide temporary workers within distinct segments of the industry. We refer to these segments as Light Industrial, Multifamily and IT Staffing. Additional financial information regarding our business segments is contained in Note 17 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 29, 2013, and in Note 13 to our unaudited consolidated financial statements contained in our Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2014. Such reports are incorporated by reference in this prospectus.

~~Our Segments~~

~~Our operations are organized into three segments: Light Industrial, Multifamily, and IT Staffing.~~Momentum Solutionz.

Light Industrial ~~Segment~~

Our Light Industrial segment provides ~~temporary workers~~field talent primarily to ~~primarily~~manufacturing, distribution, logistics, and ~~logistics customers~~call center client partners needing a flexible ~~workforce. We~~workforce currently ~~have offices~~out of 11 locations and 12 on-sites in Sulphur Springs, Texas; Corsicana, Texas; Ennis, Texas; Greenville, Texas; Gainesville, Texas; El Paso, Texas; Mesquite, Texas; Austin, Texas; Dallas, Texas; Olive Branch, Mississippi; Southaven, Mississippi; Waukegan, Illinois and Milwaukee, Wisconsin. Light Industrial segment revenues were $71.6 million during the 2013 fiscal year and represented 47.2% of our consolidated revenues.7 states. Our Light Industrial segment temporary workers perform services in a variety of skilled and unskilled positions. The workers we assign to our light industrial customers are our temporary workers, although our customers provide on-the-job direction, control and supervision.operates through one division under the InStaff trade name.

~~Multifamily Segment~~

Our Multifamily segment is a leading provider of front office and maintenance personnel to the multifamily housing industry. We currently have offices in Dallas, Texas; Austin, Texas; San Antonio, Texas; Houston, Texas; Atlanta, Georgia; Phoenix, Arizona; Charlotte, North Carolina; Raleigh, North Carolina; Chicago, Illinois; Tampa, Florida; Jacksonville, Florida; Orlando, Florida; Alexandria, Virginia; Nashville, Tennessee; and Las Vegas, Nevada. Multifamily segment revenues were $23.8 million during the 2013 fiscal year and represented 15.7% of our consolidated revenues. The workers we assign to our multifamily customers are our temporary workers, although our customers provide on-the-job direction, control and supervision.

~~IT Staffing Segment~~

Our IT Staffing segment provides highly skilled IT professionals with expertise in SAP ERP, SAP BI, Hyperion, Oracle ERP, Oracle BI and Peoplesoft. Our customers include large Fortune 500 companies and consulting firms engaged in systems integration projects. We operate our national coverage of the market from our offices in Durham, North Carolina and Pawtucket, Rhode Island. IT Staffing segment revenues during the 2013 fiscal year were $56.3 million and represented 37.1% of our consolidated revenues.

~~Growth Strategy~~

~~We are committed to growing our operations. Revenues have grown from $35 million in 2009 to $151 million in 2013, by using a growth strategy reliant upon both acquisitions and organic growth.~~

We will continue to evaluate acquisition opportunities utilizing our proven approach to the assessment, valuation, and integration of acquisitions. Additionally, we are committed to continue to grow our operations in our current markets, as well as expand into new markets within the industries that we currently serve.

We are organized to handle many of the administrative functions at our corporate location such that our branches can focus on business development and the effective recruiting and assignment of temporary workers.

~~We will continue to invest in technology and process improvements, as necessary, to ensure that we are operating at optimal productivity and performance.~~

~~Competition~~

The staffing services market is highly competitive with limited barriers to entry. We compete in national, regional and local markets with full-service and specialized temporary staffing companies. Some of our competitors have significantly more marketing and financial resources than we do. Price competition in the staffing industry is intense, particularly for the provision of office clerical and light industrial personnel. We expect that the level of competition will remain high, which could limit our ability to maintain or increase our market share or profitability.

The principal competitive factors in attracting qualified candidates for temporary assignments are pay rates, availability of assignments, duration of assignments and responsiveness to requests for placement. We believe that many potential candidates seeking temporary assignments through us may also be pursuing assignments through other means. Therefore, the speed at which we place prospective temporary workers and the availability of appropriate assignments are important factors in our ability to complete assignments of qualified temporary workers. In addition to having high quality temporary workers to assign in a timely manner, the principal competitive factors in obtaining and retaining customers in the temporary staffing industry are properly assessing the customers’ specific job requirements, the appropriateness of the temporary worker assigned to the customer, the price of services and the monitoring of customer satisfaction. Although we believe we compete favorably with respect to these factors, we expect competition to continue to increase.

~~Intellectual Property~~

We own or have rights to various copyrights, trademarks, service marks, trade names and domain names used in our business, including, but not limited to, BG Staffing, BG Staffing Group, BG Personnel Services, Extrinsic, American Partners, InStaff, BG Temporary Staffing, Triance, bgstaffing.com, bgstaffinggroup.com, bgpersonnel.com, bgstaffing.net, ltnstaffing.com, milwaukeetemps.com, milwaukeetmepsinc.com, extrinsicllc.com, extrinsicgroup.com, extrinsicresources.com, jnastaffing.com, bgcompanies.net, bgpersonnel.net, bgmail.com, therightpeoplerightnow.com, rightpeoplerightnow.com, americanpartnersinc.com and instaff.com. Our trade names are valuable assets that reinforce the distinctiveness of our brands.

~~Regulation~~

Our business is subject to extensive regulation. The cost to comply, and any inability to comply, with government regulation could materially harm our business. Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could also materially harm our business.

~~Seasonality~~

Our business experiences seasonal fluctuations. Our quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of our customers’ business. Demand for our Light Industrial staffing services increases during the second and third quarters of the year and peaks in the fourth quarter. Demand for our Light Industrial staffing services is lower during the first quarter, in part due to customer shutdowns and adverse weather conditions in the winter months. Demand for our Multifamily staffing services is higher during the second and third quarters of the year due to the increased turns in multifamily units during the summer months when schools are not in session. In addition, our cost of services typically increases in the first quarter primarily due to the reset of payroll taxes.

Our working capital requirements are primarily driven by temporary worker payments and customer accounts receivable receipts. Since receipts from customers lag payments to temporary workers, working capital requirements increase substantially in periods of growth.

The staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings. Staffing customers tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term demand is expected to increase. As a consequence, our revenues tend to increase quickly when the economy begins to grow and, conversely, our revenues can also decrease quickly when the economy begins to weaken.

~~Properties~~

We lease our corporate headquarters in Plano, Texas, which is approximately 6,500 square feet of space. We lease all of our branch offices, which are located throughout the U.S., through operating leases with terms that range from six months to five years. We also have month to month leases. We believe that our facilities are adequate for our current needs.

~~Legal Proceedings~~

We are engaged from time to time in legal matters and proceedings arising out of our normal course of business. While uncertainties are inherent in the final outcome of such matters, we believe the disposition of such proceedings will not have a material effect on our financial position or our results of operations.

~~Employees and Temporary Workers~~

~~At September 28, 2014, we had 183employees at our corporate and branch offices.~~

~~We hired 54 staff employees in connection with the acquisition of the assets of InStaff in 2013. During the 2013 fiscal year, we assigned approximately 21,000 temporary workers.~~

None of our staff employees or temporary workers is represented by a labor union, and we are not aware of any current efforts or plans to organize any of our staff employees or temporary workers. To date we have not experienced any material labor disruptions.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of any securities offered by us under this prospectus for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include, but are not limited to, the acquisition of companies or businesses, repayment and refinancing of debt, investments in our subsidiaries, investments in existing or future projects, repurchasing or redeeming securities, working capital, and capital expenditures. We may temporarily invest the net proceeds in investment-grade, interest-bearing securities until they are used for their stated purpose. We have not determined the amount of net proceeds to be used specifically for such ~~purposes.~~purposes or the timing of these expenditures, and the net proceeds from the sale of the securities have not been accounted for in our normal budgeting process. The amounts actually expended for these purposes may vary significantly and will depend on a number of factors, including the amount of cash we generate from future operations, the actual expenses of operating our business, and opportunities that may be or become available to us. As a result, management will retain broad discretion over the allocation of net proceeds. Additional information on the use of net proceeds we receive from the sale of securities covered by this prospectus may be set forth in the prospectus supplement relating to the specific offering.

~~We do not expect to receive any proceeds in connection with the sale of any common stock offered by any selling stockholders.~~

~~UNAUDITED PRO FORMA FINANCIAL INFORMATION~~

The unaudited pro forma combined statement of operations for the fiscal year ended December 29, 2013, has been derived from our historical consolidated financial statements and the historical financial statements of InStaff (through May 28, 2013, the date of acquisition) included elsewhere in this prospectus, as adjusted to give effect to the acquisition of InStaff as if the acquisition and related events had occurred on December 31, 2012 (the first day of our 2013 fiscal year) with respect to the pro forma combined statements of operations.

The unaudited pro forma adjustments are based on available information and assumptions that we believe are reasonable and are described in the accompanying footnotes, which should be read in conjunction with these unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements should be read in conjunction with the information contained in Item 6, “Selected Financial Data,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2013 and our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus or incorporated by reference herein.

The unaudited pro forma combined statement of operations does not reflect operational and administrative cost savings, which we refer to as synergies, that management of the combined company estimates may be achieved as a result of the acquisition, or other incremental costs that may be incurred as a direct result of the acquisition.

The unaudited pro forma combined financial statements are for illustrative and informational purposes only and should not be considered indicative of the results that would have been achieved had the transaction been consummated on the date or for the periods indicated. Also, the unaudited pro forma combined financial statements should not be viewed as indicative of statement of operations data for any future period.

~~(continues on next page)~~

~~UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS~~

~~FISCAL YEAR ENDED DECEMBER 29, 2013~~

~~(in thousands, except per share data)~~

BG Staffing
Historical
Fiscal Year Ended
December 29, 2013 Conversion to C
Corporation InStaff Holdings
Corporation
Period of
January 1, 2013 -
May 28, 2013 InStaff Holdings
Corporation Pro
Forma
Adjustments Pro Forma
Combined
Revenue $ 151,678
$ —
$ 20,924
$ —
$ 172,602
Cost of Sales 122,616
—
17,921
—
140,537
Gross Profit 29,062
—
3,003
—
32,065
Selling, General and Administrative Expenses 19,275
—
2,794
175
(a) 22,244
Depreciation and Amortization 4,894
—
36
258
(b) 5,188
Income (Loss) from Operations 4,893
—
173
(433 ) 4,633
Interest Expense, net 4,057
—
69
330
(c) 4,456
Income (Loss) Before Income Taxes 836
—
104
(763 ) 177
Income Tax (Expense) Benefit 7,463
536
(d) (85 ) —
6,842
Net Income (Loss) $ 8,299
$ 536
$ 19
$ (763 ) $ 7,019
Per Share Data:
Basic Earnings per Share $ 1.29
Diluted Earnings per Share $ 1.24
Weighted Average Number of Shares:
Basic 5,425
Diluted 5,646



~~(a)~~		The adjustment to selling, general and administrative expenses reflects the removal of management fees paid by InStaff to one of its current stockholders. The payment of this management fee ceased upon the acquisition.
~~(b)~~		The adjustment to depreciation and amortization reflects the amortization of intangible assets acquired in the acquisition of InStaff, net of the reduction in depreciation expense due to the extended useful life of the property and equipment upon acquisition. We expect to amortize the fair value of the identifiable intangible assets with finite lives on a straight-line basis over an estimated useful life of five years.
~~(c)~~		The adjustment to interest expense reflects the additional $0.4 million of interest expense related to the additional debt issued to finance the acquisition of InStaff. We issued an additional $6.0 million of subordinated loans, which carried the same fixed 14% annual interest rate as the then outstanding subordinated loans, and borrowed an additional $3.0 million on our then existing revolver, which had an interest rate of 3.9% at December 29, 2013. The adjustment to interest expense also removes the $0.06 million of interest expense incurred by InStaff on a line of credit that was not assumed.
~~(d)~~		~~The adjustment to income taxes reflects the conversion to a C corporation in November 2013.~~

GENERAL DESCRIPTION OF SECURITIES

We may offer under this prospectus:

•common stock;

•preferred stock;

•depositary shares representing an interest in a fractional share or multiple shares of our preferred stock;

•warrants to acquire common stock or preferred stock;

•rights to purchase common stock, preferred stock, or warrants;

•any combination of the foregoing, either individually or as units consisting or two or more securities.

~~The selling stockholders may offer common stock.~~

The following description of the terms of these securities sets forth some of the general terms and provisions of securities that may be offered. The particular terms of securities offered by any prospectus supplement and the extent, if any, to which the general terms set forth below do not apply to those securities, will be described in the related prospectus supplement. In addition, if we offer securities as units, the terms of the units will be described in the applicable prospectus supplement. Any prospectus supplement may add, change, update, or supersede the information contained in this prospectus. The prospectus supplement will also contain information, where applicable, about material U.S. Federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities will be listed. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the actual documents whose terms are summarized herein and in the applicable prospectus supplement, because those documents, and not the summaries, define your rights as holders of the relevant securities. For more information, please review the forms of these documents, which are or will be filed with the SEC and will be available as described under the heading “Where You Can Find More Information,” below. If the information contained in the prospectus supplement differs from the following description, you should rely on the information in the prospectus supplement.

Whenever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules, or regulations, we may instead include such information or add, update, or change the information contained in this prospectus by means of a post-effective amendment to the registration statement of which this prospectus is a part, through filings we make with the SEC that are incorporated by reference in this prospectus, or by any other method as may be permitted under applicable law, rules, or regulations.

127

DESCRIPTION OF CAPITAL STOCK

The following is a summary of our capital stock and provisions of our certificate of incorporation, as amended, and our bylaws and certain provisions of the Delaware ~~law.~~General Corporation Law, as amended, or the DGCL. This summary does not purport to be complete and is qualified in its entirety by the full text of our certificate of incorporation and ~~bylaws.~~bylaws and by such provisions of the DGCL. We encourage you to review complete copies of our certificate of incorporation and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part. References in this section to the “Company,” “we,” ~~“us”~~“us,” and “our” refer to ~~BG Staffing,~~BGSF, Inc. and not to any of its subsidiaries.

Authorized Capitalization

Our certificate of incorporation provides that our authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share, and 500,000 shares of undesignated preferred stock, par value $0.01 per share. As of ~~December 18, 2014,~~September 30, 2021, we have ~~6,573,790~~ 10,401,312 shares of common stock outstanding and no shares of preferred stock outstanding.

Common Stock

Voting Rights

Each share of common stock entitles the holder to one vote with respect to each matter presented to our stockholders on which the holders of common stock are entitled to vote. Our common stock votes as a single class on all matters relating to the election of directors to our board of directors and as provided by law. Holders of our common stock do not have cumulative voting rights. Except in respect of matters relating to the election and removal of directors and as otherwise provided in our certificate of incorporation or required by law, all matters to be voted on by our stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. The election of directors will be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election.

Dividend Rights

The holders of our outstanding shares of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of our debts and other liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.

Other Rights

Our stockholders have no preemptive, conversion, or other rights to subscribe for additional shares. All outstanding shares are, and all shares registered by this prospectus will be, when sold, validly issued, fully paid, and ~~nonassessable.~~non-assessable. The rights, preferences, and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Stock Exchange

Our common stock is listed on the ~~NYSE MKT~~New York Stock Exchange under the symbol “BGSF.”

Transfer Agent and Registrar

American Stock Transfer & Trust Company, LLC serves as the transfer agent and registrar for our common stock.

Preferred Stock

Our certificate of incorporation authorizes our Board of Directors to provide for the issuance of shares of preferred stock in one or more series and to fix the preferences, powers and relative, participating, optional, or other special rights and qualifications, limitations or restrictions thereof, including the dividend rate, conversion rights, voting rights, redemption rights, and liquidation preference and to fix the number of shares to be included in any such series without any further vote or action by our stockholders. Any preferred stock so issued may rank senior to our common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding

up, or both. The issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. ~~At present, we have no plans to issue any preferred stock.~~

Board Composition

Our board of directors consists of six directors. Our board of directors has determined that the following directors are “independent” as defined under the rules of the New York Stock Exchange: C. David Allen, Jr., Richard L. Baum, Jr., Douglas E. Hailey, Cynthia Marshall, and Paul A. Seid. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board of directors can be filled by resolution of our board of directors. Our board of directors is divided into three classes, ~~as nearly equal in number as possible, with~~ each serving staggered, three-year terms:

•Our Class I directors is Beth Garvey, and the term of such director ~~serving a three-year term and one class being elected~~will expire at ~~each year’s~~the 2024 annual meeting of ~~stockholders.~~stockholders;

•Our Class II directors are Richard L. Baum, Jr., Cynthia Marshall, and Paul A. Seid, and the term of each director will expire at the 2022 annual meeting of stockholders; and

•Our Class III directors are C. David Allen, ~~Baker,~~ Jr. ~~is in~~and Douglas E. Hailey the term of each director will expire at the 2023 annual meeting of stockholders.

As a result, only one class of directors ~~whose term expires~~will be elected at ~~the first~~each annual meeting of stockholders, ~~following~~with the ~~date~~other classes continuing for the remainder of this prospectus. Richard L. Baum, Jr. and Paul A. Seid are in the class of directors whose term expires at the second annual meeting of stockholders following the date of this prospectus. Douglas E. Hailey and C. David Allen, Jr. are the class of directors whose term expires at the third annual meeting of stockholders following the date of this prospectus. At each annual meeting of our stockholders, successors to the class of directors whose term expires at such meeting will be elected to serve for three-year terms or until their respective ~~successors are elected and qualified.~~terms.

~~Corporate Opportunity~~

Douglas E. Hailey, who is an employee of Taglich Brothers, Inc. and owns Taglich Private Equity LLC, and Richard L. Baum, Jr., an indepdendent contractor for Taglich Private Equity LLC, serve on our board of directors. Taglich Private Equity LLC or its affiliates may hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of Taglich Private Equity LLC or its affiliates, on the one hand, and of our stockholders generally, on the other hand, arise, these directors may not be disinterested. Although our directors and officers have a duty of loyalty to us under Delaware law and our certificate of incorporation, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approves the transaction, (2) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or (3) the transaction is otherwise fair to us. Our certificate of incorporation also provides that any principal, officer, member, manager and/or employee of Taglich Private Equity, LLC or Taglich Brothers, Inc. or any entity that controls, is controlled by or under common control with, those entities (other than the company or any company that is controlled by the company) or any investment funds or portfolio companies managed by the foregoing will not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment.

~~Anti-takeover~~Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Our certificate of incorporation and bylaws also contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with super voting, special approval, dividend, or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Classified Board of Directors

Our certificate of incorporation provides that our board of directors is divided into three classes, with each class serving three-year staggered terms. In addition, under our certificate of incorporation, our directors may only be removed for cause and only upon the affirmative vote of the majority of the total voting power of our outstanding voting stock, at a meeting of our stockholders called for that purpose. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company. Only our board of directors will be able to fill vacancies on our board of directors or increase the size of our board.

Requirements for Nominations and Proposals at Stockholder Meetings

Our bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. Our bylaws also provide that nominations of persons for election to our board of directors may be made at a meeting of stockholders at which

directors are to be elected pursuant to the notice of meeting (1) by or at the direction of our board of directors, or (2) provided that our board of directors has determined that directors shall be elected at such meeting, by any stockholder who (i) is a stockholder of record both at the time the notice is delivered and on the record date for the determination of stockholders entitled to vote at the meeting, (ii) is entitled to vote at the meeting and upon such election, and (iii) complies with the notice procedures set forth in our bylaws. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our company’s certificate of incorporation provides otherwise. Our certificate of incorporation provides that any action required or permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting unless our board of directors approves in advance the action to be taken by written consent and the taking of the action by written consent.

Business Combinations with Interested Stockholders

We have elected in our certificate of incorporation not to be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203. However, our certificate of incorporation contains provisions that have the same effect as Section 203, except that they provide that (i) Taglich Private Equity LLC, Taglich Brothers, Inc., and any of their affiliates or associates, including any investment funds or portfolio companies managed by the foregoing, (ii) any other person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of our stock and (iii) any person who would otherwise be an interested stockholder because of a transfer of 5% or more of our outstanding voting stock by any person described in clause (i) or (ii) to such person will be excluded from the “interested stockholder” definition in our certificate of incorporation and will therefore not be subject to the restrictions therein that have the same effect as Section 203.

Requirements for Amendments to our Certificate of Incorporation

Our certificate of incorporation provides that the provisions of our certificate of incorporation relating to the size and composition of our board of directors, limitation on liabilities of directors, stockholder action by written consent, the undesignated preferred stock, business combinations with interested persons, corporate opportunities, amendment of our certificate of incorporation and the Court of Chancery as the exclusive forum for certain disputes, may only be amended, altered, changed or repealed by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

~~The following~~Corporate Opportunity

Douglas E. Hailey, who is an employee (and not a partner, director, shareholder, or executive officer) of Taglich Brothers, Inc. and partial owner of Taglich Private Equity LLC, and Richard L. Baum, Jr., an independent contractor for and partial owner of Taglich Private Equity LLC, serve on our board of directors. Taglich Brothers, Inc. is not an affiliate of Taglich Private Equity LLC. Taglich Private Equity LLC or its affiliates may hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of Taglich Private Equity LLC or its affiliates, on the one hand, and of our stockholders generally, on the other hand, arise, these directors may not be disinterested. Although our directors and officers have a duty of loyalty to us under Delaware law and our certificate of incorporation, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approves the transaction, (2) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or (3) the transaction is otherwise fair to us. Our certificate of incorporation also provides that any principal, officer, member, manager, and/or employee of Taglich Private Equity, LLC or Taglich Brothers, Inc. or any entity that controls, is controlled by, or under common control with, those entities (other than the company or any company that is controlled by the company) or any investment funds or portfolio companies managed by the foregoing will not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment.

DESCRIPTION OF DEPOSITARY SHARES

Set forth below is a description of ~~our common stock, together with~~ the ~~additional information included in any applicable prospectus supplements, summarizes the material~~general terms and ~~provisions~~conditions of the ~~common stock~~depositary shares that may be offered under this prospectus. ~~For~~The specific terms and conditions of the ~~complete~~depositary shares will be described in a supplement to this prospectus. Any prospectus supplement may add, change, update, or supersede the terms and conditions of the depositary shares as described in this prospectus. To the extent the information contained in the applicable prospectus supplement differs from the description set forth below, you should rely on the information in the applicable prospectus supplement, deposit agreement, and depositary receipts.

General

We may elect to offer fractional shares or some multiple of shares of preferred stock, rather than offer whole shares of preferred stock. If we choose to do this, we will issue receipts for depositary shares. Each depositary share will represent a fraction or some multiple of a share of a particular series of preferred stock.

The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company, which we will select. The bank or trust company must have its principal office in the United States and a combined capital and surplus of at least $500,000,000. The prospectus supplement relating to a series of depositary shares will state the name and address of the depositary. Unless otherwise provided by the deposit agreement, each owner of depositary shares will be entitled, in proportion to the applicable fraction or multiple of a share of preferred stock underlying the depositary shares, to all the rights and preferences of the preferred stock underlying the depositary shares including dividend, voting, redemption, conversion, and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional interest in or multiple of shares of the related series of preferred stock in accordance with the terms of the offering described in the related prospectus supplement.

Dividends and other Distributions

The depositary will distribute all cash dividends or other cash distributions received with respect to preferred stock to the record holders of depositary shares relating to the preferred stock in proportion to the numbers of the depositary shares owned by the holders on the relevant record date. However, the depositary will distribute only an amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary shares.

If there is a non-cash distribution, the depositary will distribute property received by it to the record holders of depositary shares entitled to it, unless the depositary determines that it is not feasible to make the distribution. If this happens, the depositary may, with our ~~common~~approval, sell the property and distribute the net sale proceeds to the holders.

Redemption of Depositary Shares

If a series of the preferred stock underlying the depositary shares is redeemed in whole or in part, the depositary shares will be redeemed from the redemption proceeds received by the depositary. The redemption price for each depositary share will be equal to the applicable fraction or multiple of the redemption price for each share payable with respect to the series of the preferred stock. Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem on the same redemption date the number of depositary shares relating to the shares of preferred stock so redeemed. If less than all of the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or proportionally as may be determined by the depositary.

After the date fixed for redemption, the depositary shares called for redemption will no longer be considered outstanding and all rights of the holders of depositary shares will cease, except the right to receive the money, securities or other property payable upon the redemption and any money, securities, or other property to which the

holders of the redeemed depositary shares were entitled upon surrender to the depositary of the depositary receipts evidencing the depositary shares.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of depositary shares relating to the preferred stock. Each record holder of depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary how to exercise the voting rights pertaining to the number of shares of preferred stock underlying the holder’s depositary shares. The depositary will endeavor, to the extent practicable, to vote the number of shares of preferred stock underlying the depositary shares in accordance with these instructions, and we will agree to take all action that the depositary may consider necessary in order to enable the depositary to vote the shares.

Amendment and Termination of Deposit Agreement

We may enter into an agreement with the depositary at any time to amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement. However, the holders of a majority of the depositary shares must approve any amendment that materially and adversely alters the rights of the existing holders of depositary shares. We or the depositary may terminate the deposit agreement only if (i) all outstanding depositary shares issued under the agreement have been redeemed, or (ii) a final distribution in connection with any liquidation, dissolution, or winding up has been made to the holders of depositary shares.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the deposit arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and such other charges as are expressly provided in the deposit agreement to be for their accounts.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us notice of its election to resign, and we may at any time remove the depositary. Any resignation or removal will take effect when a successor depositary has been appointed and has accepted the appointment. Appointment must occur within 60 days after delivery of the notice of resignation or removal. The successor depositary must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $500,000,000.

Miscellaneous

The depositary will forward to the holders of depositary shares all reports and communications that we deliver to the depositary and that we are required to furnish to the holders of the preferred stock.

Neither the depositary nor we will be liable if either of us are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock ~~please refer to our certificate~~unless satisfactory indemnity is furnished. Further, both of ~~incorporation and bylaws, which are exhibits to the registration statement~~us may rely upon written advice of ~~which this prospectus forms a part. The terms of our common stock and~~counsel or accountants, or upon information provided by persons presenting preferred stock ~~may also~~for deposit, holders of depositary receipts or other persons believed to be ~~affected by Delaware law.~~competent and on documents believed to be genuine.

1513

~~SELLING STOCKHOLDERS~~

DESCRIPTION OF RIGHTS

Set forth below is a description of the general terms and conditions of the rights that may be offered under this prospectus. The ~~following table sets~~specific terms and conditions of the rights will be described in a supplement to this prospectus. Any prospectus supplement may add, change, update, or supersede the terms and conditions of the rights as described in this prospectus. To the extent the information contained in the applicable prospectus supplement differs from the description set forth below, you should rely on the information ~~as of December 18, 2014~~in the applicable prospectus supplement, rights agent or subscription agent agreement, and rights certificate.

General

We may issue rights to ~~our knowledge, about~~purchase common stock, preferred stock, or warrants. The rights may or may not be transferable by the ~~beneficial ownership~~persons purchasing or receiving the rights. In connection with any rights issuance, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights issuance. Rights may be issued independently or together with any of our common stock, preferred stock, or warrants offered by a prospectus supplement, and may be attached to or separate from those offered securities. Each series of rights will be issued under a separate rights agent or subscription agent agreement to be entered into between us and a bank or trust company, as rights agent or subscription agent, as applicable, all as further set forth in the ~~selling stockholders both before~~prospectus supplement relating to the particular issue of rights. The rights agent or subscription agent will act solely as our agent in connection with the rights and ~~immediately after the offering.~~

~~We believe that the selling stockholders have sole voting and investment power~~will not assume any obligation or relationship of agency or trust for or with ~~respect to all~~any holders of rights certificates or beneficial owners of rights. A copy of the form of rights agent or subscription agent agreement, including the form of rights certificate representing a series of rights, will be filed with the SEC in connection with the offering of a particular series of rights.

Terms of Rights

The prospectus supplement relating to a particular issue of rights to purchase our common stock, preferred stock, or warrants will describe the terms of those rights, which may include, without limitation, one or more of the following:

•the date of determining the security holders entitled to the rights distribution;

•the aggregate number of rights issued and the aggregate number of shares of common stock ~~beneficially owned by them unless otherwise indicated.~~ or preferred stock or warrants purchasable upon exercise of the rights;

~~The percent~~•the exercise price;

•the conditions to completion of ~~beneficial ownership for~~ the ~~selling stockholders is based~~rights offering;

•the date on ~~6,573,790~~which the right to exercise the rights will commence and the date on which the rights will expire; and

•any applicable federal income tax considerations.

Exercise of Rights

Each right would entitle the holder of the right to purchase at the exercise price set forth in the applicable prospectus supplement the number of shares of common stock ~~outstanding~~or preferred stock or warrants being offered. Holders may exercise rights at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised rights will be void. Holders may exercise rights as described in the prospectus supplement relating to the rights being issued. If less than all of ~~December 18, 2014. Options and warrants~~the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons

other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

Until a holder exercises the rights to purchase shares of our common stock ~~held by certain investors that are currently exercisable~~ or ~~exercisable within 60 days of December 18, 2014 are considered outstanding and beneficially owned by such investors for~~preferred stock or warrants, the ~~purpose of computing their respective percentage ownership but are~~holder will not ~~treated as outstanding for the purpose of computing the percentage ownership of~~have any ~~other stockholder. Unless otherwise stated below, to our knowledge, none of the selling stockholders has had a material relationship with us other than~~rights as a ~~stockholder at any time within the past three years or has ever been one~~holder of ~~our officers or directors.~~

~~Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any~~ shares of our common stock or preferred stock or warrants, as the case may be, by virtue of ownership of the rights.

DESCRIPTION OF UNITS

Set forth below is a description of the general terms and conditions of the units that may be offered under this prospectus. The specific terms and conditions of the units will be described in a supplement to ~~which a stockholder has sole~~this prospectus. Any prospectus supplement may add, change, update, or ~~shared voting power~~supersede the terms and conditions of the units as described in this prospectus. To the extent the information contained in the applicable prospectus supplement differs from the description set forth below, you should rely on the information in the applicable prospectus supplement and unit agreement.

We may issue units consisting of one or ~~investment power, and also any shares of our common stock which the stockholder has the right to acquire within 60 days, including upon exercise of warrants to purchase shares of our common stock.~~

~~The~~more shares of common stock, ~~being offered pursuant to~~shares of preferred stock, depositary shares, warrants, or rights or any combination of such securities under this ~~prospectus may be offered for sale from time to time during the period the registration statement of which this prospectus is a part remains effective, by or for the account~~prospectus. The specific terms and conditions of the selling stockholders. After the date of effectiveness, the selling stockholders may have sold or transferred, in transactions covered by this prospectus or in transactions exempt from the registration requirements of the Securities Act, some or all of their common stock.

Except as described below, the selling stockholders are neither broker-dealers nor affiliates, as defined in Rule 405, of broker-dealers. The selling stockholders acquired the common stock being offered upon closings of private placements of our common stock that closed on December 10, 2014 and December 17, 2014.

~~Information about the selling stockholders may change over time. Any changed information~~units will be ~~set forth~~described in ~~an amendment to the registration statement or~~a supplement to this prospectus towhich may include, without limitation, one or more of the ~~extent required by law.~~following:

•the title of the series of units;

Shares
Beneficially Owned
Prior to this Offering
Shares
Offered by
this Prospectus
Shares
Beneficially Owned
After this
Offering(1)

Name of Selling Stockholder Number Percent Number Percent
Albert C. Esposito & Brooke Crowley Esposito (2) 27,725 * 15,384 12,341 *
Albert Esposito & Margaret Esposito (2) 60,086 (3) 1% 15,384 44,702 *
Aldo Kokot & Mary Kokot (2) 2,282 * 1,436 846 *
Allison Bibicoff 1,538 * 1,538 — *
Andrew K. Light 84,334 (4) 2% 20,513 63,821 1%
Angus Bruce & Lauralee Bruce (2) 29,870 (5) * 6,154 23,716 *
Applebaum Family Limited Partnership (6) 46,511 (7) * 7,692 38,819 *
AR-and-Associates Individual (K) (8) 1,539 * 1,539 — *
Ashok Kumar Narang 54,896 * 16,410 38,486 *
Barktones LLC (9) 66,350 1% 18,461 47,889 *
Bennett Greenspon 2,000 * 2,000 — *
Billings Family Revocable Trust (11) 3,079 * 3,079 — *
C. Mark Casey 1,026 * 1,026 — *
Camilo Sartie & Patricia Sartie (2) 1,000 * 1,000 — *
Charles Brand 37,503 (12) * 20,513 16,990 *
David A. Random 125,170 (13) 2% 20,513 104,657 2%
David Frank Rios & Margaret Jo Rios Trust (14) 43,360 * 15,385 27,975 *
David J. Conger 2,000 * 2,000 — *
David J. Larkworthy Trust 3,077 * 3,077 — *
David L. Allen 8,406 * 8,206 200 *
David Moulder 2,564 * 2,564 — *
Dazia Capital Spain S.L. (15) 5,128 * 5,128 — *
•identification and description of the separate securities comprising the units;

•the price or prices at which the units will be issued;

•the date, if any, on and after which the securities comprising the units will be separately transferrable; and

•any other material terms of the units and the securities comprising such units.

Denis Fortin (16) 170,093 3% 20,500 149,593 3%
Dr. Baldev S. Brar & Dr. Burmukh K. Brar (2) 4,520 * 2,500 2,020 *
Dr. Richard V. Nuttall & Annetta Mets Nuttall (2) 1,538 * 1,538 — *
Edgar L. Parker 2,052 * 2,052 — *
Edward J. Cook 20,995 * 7,692 13,303 *
Elaine Dines Revocable Trust 2,564 * 2,564 — *
Bonnie S Cohen 2012 Trust 5,492 * 2,051 3,441 *
Elizabeth Chamberlain 3,076 * 3,076 *
Estate of Richard Curtis Clayton (10) 18,462 * 18,462 — *
Estelle Siegel 2,000 * 2,000 — *
Frank R. Jazzo 3,077 * 3,077 — *
Glenn R. Hubbard 86,626 (17) 2% 20,513 66,113 1%
Ernest H. Hill Living Trust (18) 8,932 * 2,051 6,881 *
H. Philip Howe Trust (19) 16,346 * 3,076 13,270 *
The Bibicoff Family Trust (20) 29,297 (21) * 1,539 27,758 *
Henry Jackson Warden 2,500 * 2,500 — *
Herbert A. Palans Trust (22) 769 * 769 — *
Holly Lee Loebel 2,564 * 2,564 — *
Howard A. Kalka 3,497 (23) * 3,077 420 *
IRA FBO David Stetson (70) 10,000 * 10,000 — *
IRA FBO Donald C. Holliday (70) 10,000 * 10,000 — *
IRA FBO Francis Bissaillon (70) 12,308 * 12,308 — *
IRA FBO Kenneth W. Cleveland (70) 44,422 * 7,692 36,730 *
IRA FBO Scott C. Folkers (70) 2,564 * 2,564 — *
IRA FBO Starr F. Schlobohm, Jr.(70) 1,539 * 1,539 — *
IRA FBO Timothy M. Fitzpatrick (70) 2,052 * 2,052 — *
IRA FBO Vincent J. McGill 5,128 * 5,128 — *
James B. Freeman 2,000 * 2,000 *
James F. & Claudia A. Matcek (2) 2,051 * 2,051 — *
James & Patricia Tadych Trust (24) 82,985 (25) 1% 25,642 57,343 1%
James Zima Trust 2,500 * 2,500 — *
Jay Shuster 2,564 * 2,564 — *
Jeffrey G. and Mary Ann Hipp (2) 53,913 (26) * 12,820 41,093 *
Jeffrey H. Golden 8,968 * 5,128 3,840 *
John Brannen 2,052 * 2,052 — *
John J. Resich Trust (27) 10,256 * 10,256 — *
John O. Hanson Revocable Trust (28) 2,564 * 2,564 — *
John R. Bertsch Trust (29) 103,523 (30) 2% 25,640 77,883 1%
John R. Wiencek 20,068 (31) * 7,692 12,376 *
John R. Worthington Trust (32) 7,700 * 7,700 — *
John S. Tschohl Trust 7,725 * 2,564 5,161 *
John W. Crow 15,032 * 10,256 4,776 *
Joseph F. Domenice 1,539 * 1,539 — *
Junge Revocable Trust (33) 200,600 4% 41,026 159,574 3%
Kaplan Family Trust (34) 1,000 * 1,000 — *
Keith Becker 29,995 (35) * 6,154 23,841 *
Larry V. Lowrance 1,538 * 1,538 — *
Lenore Mahoney 10,256 * 10,256 — *
Marvin J. Loutsenhizer 3,000 * 3,000 — *
Michael Dunham 27,646 * 7,692 19,954 *
Michael Fourticq 75,550 (36) 1% 10,300 65,250 1%

Michael G Bero 1,000 * 1,000 — *
Nicholas Taglich & Juliana Taglich (2) 15,118 * 3,077 12,041 *
Nina B. Sando 2,437 * 1,539 898 *
Norper Investments (37) 21,078 (38) * 7,692 13,386 *
Pamela M. and Brian P. Walsh (2) 3,590 * 3,590 — *
Patricia Tschohl Trust 2,564 * 2,564 — *
Thuemling Industrial Products Inc Profit Sharing Plan (39) 34,715 * 1,000 33,715 *
Peter S. Gold 1,539 * 1,539 — *
Rachel T. Baroni Trust (40) 30,672 (41) * 5,128 25,544 *
Raymond M. and Joan P. Beebe (2) 59,948 (42) 1% 10,256 49,692 *
Revocable Living Trust of Frances DeLuca (43) 33,953 (44) * 15,385 18,568 *
Richard Duke 26,617 * 5,100 21,517 *
Richard F. Bero 1,025 * 1,025 — *
Robert Brooks 7,700 * 7,700 — *
Robert D. Katchke 2,564 * 2,564 — *
Robert Edmonson 22,962 (45) * 7,692 15,270 *
Robert Moussa 3,100 * 3,100 — *
Robert P. Giesen 3,076 * 3,076 — *
Robert W. Allen, Jr. 10,256 * 10,256 — *
Robert W. Main Trust (46) 2,000 * 2,000 — *
Roger W. and Joyce M. Lunstra Living Trust (47) 41,531 * 8,206 33,325 *
Ronald A. Bero 36,037 (48) * 8,206 27,831 *
Ronald Johnson 20,283 (49) * 5,128 15,155 *
Samuel E. Leonard Trust (50) 16,096 (51) * 1,538 14,558 *
Shadow Capital LLC (52) 157,985 (53) 3% 10,256 147,729 3%
Sheela P. Kumar 3,590 * 3,590 — *
Spahr-Derebery Family Trust (54) 17,756 (55) * 2,051 15,705 *
Sterling Family Investment LLC (56) 198,411 (57) 4% 10,256 188,155 3%
Steven A. Boggs 36,112 * 10,000 26,112 *
Steven Mucciolo 3,000 * 3,000 — *
Steven R. Berlin 5,128 * 5,128 — *
Susan M. Allen Trust (58) 75,279 (59) 1% 30,769 44,510 *
Susan and Magnus Thorstenn (2) 33,758 * 5,128 28,630 *
Tad Wilson 24,482 * 9,230 15,252 *
The Carolyn L. Foutch Revocable Living Trust (60) 28,704 * 10,256 18,448 *
The Ladendorf Family Revocable Trust (61) 29,669 * 12,820 16,849 *
The Shirley J. Lewis Marital Trust (62) 54,155 * 10,256 43,899 *
The Staff F. Schlobohm Education Trust (63) 10,256 * 10,256 — *
The Temkin Family Legacy Trust (64) 2,600 * 2,600 — *
Thomas L. Ryan 2,564 * 2,564 — *
Victor Microwave Co. Inc. (65) 3,077 * 3,077 — *
Wafgal Limited (66) 9,425 * 2,051 7,374 *
Warren Earl Fuller 5,128 * 5,128 — *
William C. Steele Living Trust (67) 22,468 (68) * 2,051 20,417 *
William Winters 2,564 * 2,564 *
Wulf & Renate Paulick (2) 39,035 (69) * 5,000 34,035 *

* Less than 1%.



~~(1)~~	~~Assumes the sale of all shares of common stock offered pursuant to this prospectus.~~
~~(2)~~	~~These shares are held in joint tenancy with right of survivorship.~~



~~(3)~~	~~Includes warrants to purchase 1,118 shares of our common stock.~~
~~(4)~~	~~Includes warrants to purchase 1,397 shares of our common stock.~~
~~(5)~~	~~Includes warrants to purchase 280 shares of our common stock.~~
~~(6)~~	~~Irving Applebaum is the Chief Investment Officer of Applebaum Family Limited Partnership and has voting and investment control of the share of our common stock held in the name of such entity.~~
~~(7)~~	~~Includes warrants to purchase 839 shares of our common stock.~~
~~(8)~~	~~Pershing LLC acts as custodian of AR-and-Associates Individual (K)~~
~~(9)~~	~~Sara Penn has voting investment control over the shares held in the name of Bartones LLC.~~
~~(10)~~	~~Deborah Ann Clayton is the Executor of this estate.~~
~~(11)~~	~~Jed and Marie are the trustees of the Billings Family Revocable Trust and have voting and investment control over the shares held in the name of Billings Family Revocable Trust.~~
~~(12)~~	~~Includes warrants to purchase 420 shares of our common stock.~~
~~(13)~~	~~Includes warrants to purchase 2,096 shares of our common stock.~~
~~(14)~~	David Frank Rios and Margaret Jo Rios are trustees of the David Frank Rios & Margaret Jo Rios Trust and have voting and investment control over the shares held in the name of the David Frank Rios & Margaret Jo Rios Trust.
~~(15)~~	~~Daniel Mazin Mor is the administrator of Dazia Capital Spain S.L. and has voting and investment control over the shares held in the name of Dazia Capital Spain S.L.~~
~~(16)~~	~~Includes warrants to purchase 1,677 shares of our common stock.~~
~~(17)~~	~~Includes warrants to purchase 1,258 shares of our common stock.~~
~~(18)~~	~~Gregory P. Hill is the trustee of the Earnest H. Hill Living Trust and has voting and investment control over the shares held in the name of Earnest H. Hill Living Trust.~~
~~(19)~~	~~H. Philip Howe and Margaret Virginia Howe are the trustees of the H. Philip Howe Trust and have voting and investment control over the shares held in the name of H. Philip Howe Trust.~~
~~(20)~~	~~Harvey Bibicoff is the trustee of The Bibicoff Family Trust and has voting and investment control over the shares held in the name of The Bibicoff Family Trust.~~
~~(21)~~	~~Includes warrants to purchase 12,500 shares of our common stock.~~
~~(22)~~	~~Herbert A. Palans and Linda S. Palans are trustees of the Herbert A. Palans Trust and have voting and investment control over the shares held in the name of the Herbert A. Palans Trust.~~
~~(23)~~	~~Includes warrants to purchase 420 shares of our common stock.~~
~~(24)~~	James L. Tadych and Patricia A. Tadych are the trustees of the James Tadych and Patricia Tadych Revocable Trust and have voting and investment control over the shares held in the name of the James Tadych and Patricia Tadych Revocable Trust.
~~(25)~~	~~Includes warrants to purchase 839 shares of our common stock.~~
~~(26)~~	~~Includes warrants to purchase 420 shares of our common stock.~~
~~(27)~~	~~John J. Resich, Jr. is the trustee of the John J. Resich, Jr. Retirement Trust and has voting and investment control over the shares held in the name of the John J. Resich, Jr. Retirement Trust.~~
~~(28)~~	John O. Hanson and Carolyn N. Vredevelt are the trustees of the John O. Hanson Revocable Trust and have voting and investment control over the shares held in the name of the John O. Hanson Revocable Trust.
~~(29)~~	~~John R. Bertsch is the trustee of the John R. Bertsch Trust and has voting and investment control over the shares held in the name of the John R. Bertsch Trust.~~
~~(30)~~	~~Includes warrants to purchase 2,235 shares of our common stock.~~
~~(31)~~	~~Includes warrants to purchase 336 shares of our common stock.~~
~~(32)~~	~~John R. Worthington is the trustee of the John R. Worthington Trust and has voting and investment control over the shares held in the name of the John R. Worthington Trust.~~
~~(33)~~	~~John P. Junge is the trustee of the Junge Revocable Trust and has voting and investment control over the shares held in the name of the Junge Revocable Trust~~
~~(34)~~	~~Kalman R. Kaplan is the trustee of the Kaplan Family Trust and has voting and investment control over the shares held in the name of the Kaplan Family Trust~~
~~(35)~~	~~Includes warrants to purchase 420 shares of our common stock.~~
~~(36)~~	~~Includes warrants to purchase 1,062 shares of our common stock.~~
~~(37)~~	~~Norman Perry has voting and investment control over the shares held by Norper Investments Inc.~~
~~(38)~~	~~Includes warrants to purchase 559 shares of our common stock.~~
~~(39)~~	Terry Thuemling is trustee of the Thuemling Industrial Products Inc Profit Sharing Plan and has voting and investment control over the shares held in the name of the Thuemling Industrial Products Inc Profit Sharing Plan.
~~(40)~~	~~PJ and RT Baroni are trustees of the Rachel T. Baroni Trust and have voting and investment control over the shares held in the name of the Rachel T. Baroni Trust.~~
~~(41)~~	~~Includes warrants to purchase 699 shares of our common stock.~~
~~(42)~~	~~Includes warrants to purchase 1,258 shares of our common stock.~~



~~(43)~~	~~Guerino DeLuca is the trustee of the Revocable Living Trust of Frances DeLuca and has voting and investment control over the shares held in the name of the Revocable Living Trust of Frances DeLuca.~~
~~(44)~~	~~Includes warrants to purchase 336 shares of our common stock.~~
~~(45)~~	~~Includes warrants to purchase 420 shares of our common stock.~~
~~(46)~~	~~Robert W. Main is the trustee of the Robert W. Main Trust and has voting and investment control over the shares held in the name of the Robert W. Main Trust.~~
~~(47)~~	Roger Lunstra and Joyce Lunstra are trustees of the Roger W. & Joyce M. Lunstra Living Trust and have voting and investment control over the shares held in the name of the Roger W. & Joyce M. Lunstra Living Trust.
~~(48)~~	~~Includes warrants to purchase 420 shares of our common stock.~~
~~(49)~~	~~Includes warrants to purchase 280 shares of our common stock.~~
~~(50)~~	~~Samuel E. Leonard is the trustee of the Samuel E. Leonard Trust and has voting and investment control over the shares held in the name of the Samuel E. Leonard Trust.~~
~~(51)~~	~~Includes warrants to purchase 140 shares of our common stock.~~
~~(52)~~	~~B. Kent Garlinghouse is manager of Shadow Capital LLC and has voting and investment control over the shares held in the name of Shadow Capital LLC.~~
~~(53)~~	~~Includes warrants to purchase 1,677 shares of our common stock.~~
~~(54)~~	Gregory E. Spahr and M. Jennifer Derebery are the trustees of the Spahr-Derebery Family Trust and have voting and investment control over the shares held in the name of the Spahr-Derebery Family Trust.
~~(55)~~	~~Includes warrants to purchase 559 shares of our common stock.~~
~~(56)~~	~~Arthur Sterling is the manager of Sterling Family Investment LLC and has voting and investment control over the shares held in the name of Sterling Family Investment LLC.~~
~~(57)~~	~~Includes warrants to purchase 2,417 shares of our common stock.~~
~~(58)~~	~~Susan Allen is the trustee of the Susan M. Allen Trust and has voting and investment control over the shares held in the name of the Susan M. Allen Trust.~~
~~(59)~~	~~Includes warrants to purchase 894 shares of our common stock.~~
~~(60)~~	~~Carolyn L. Foutch is the trustee of the Carolyn L. Foutch Living Trust and has voting and investment control over the shares held in the name of the Carolyn L. Foutch Living Trust.~~
~~(61)~~	Mark C. and Debra L. Ladendorf are the trustees of the Ladendorf Family Revocable Living Trust and have voting and investment control over the shares held in the name of the Ladendorf Family Revocable Living Trust.
~~(62)~~	~~Guy W. Lewis is the trustee of the Shirley J. Lewis Marital Trust and has voting and investment control over the shares held in the name of the Shirley J. Lewis Marital Trust.~~
~~(63)~~	Dennis R. Davidson and Shawn D. Evans are trustees of the Star F. Schlobohm Education Trust and having voting and investment control over the shares held in the name of the Starr F. Schlobohm Education Trust.
~~(64)~~	~~Mark J. Temkin is the trustee of the Temkin Family Legacy Trust and has voting and investment control over the shares held in the name of the Temkin Family Legacy Trust.~~
~~(65)~~	~~Bob Parks is the vice president of Victor Microwave Co. Inc. and has voting and investment control over the shares held in the name of Victor Microwave Co. Inc.~~
~~(66)~~	~~Bruce Campbell is managing director of Wafgal Limited and has voting and investment control over the shares held in the name of Wafgal Limited.~~
~~(67)~~	~~William C. Steele is the trustee of the William C. Steele Living Trust and has voting and investment control over the shares held in the name of the William C. Steele Living Trust.~~
~~(68)~~	~~Includes warrants to purchase 839 shares of our common stock.~~
~~(69)~~	~~Includes warrants to purchase 420 shares of our common stock.~~
~~(70)~~	~~Pershing LLC acts as custodian of this Rollover IRA.~~

PLAN OF DISTRIBUTION

~~Sales of Securities by the Company~~

We may sell the securities offered through this prospectus or any applicable prospectus supplement in any one or more of the following ways:

•directly to investors, including through a specific bidding, auction or other process;

•to investors through agents;

•directly to agents;

•to or through brokers or dealers;

•to the public through underwriting syndicates led by one or more managing underwriters for resale to investors or to the public;

•to one or more underwriters acting alone for resale to investors or to the public;

•through a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•ordinary brokerage transactions and transactions in which the broker solicits purchasers;

•in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange, or otherwise;

•transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions;

•exchange distributions and/or secondary distributions;

•by delayed delivery contracts or by remarketing firms;

•transactions in options, swaps, or other derivatives that may or may not be listed on an exchange; or

•through a combination of any such methods of sale.

~~Our common stock may be issued upon conversion of preferred stock. Securities may also be issued upon exercise of warrants.~~ We reserve the right to sell securities directly to investors on our own behalf in those jurisdictions where we are authorized to do so.

The securities may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. Any of the prices may represent a discount from the prevailing market prices. In the sale of the securities, underwriters, dealers, or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act and any discounts or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act. The prospectus supplement will, where applicable, describe, disclose or identify:

•the terms of the offering;

•any underwriters, dealers, or agents;

•any managing underwriter or underwriters;

•the purchase price of the securities;

•the net proceeds from the sale of the securities;

•any delayed delivery arrangements;

•any underwriting discounts, commissions, and other items constituting underwriters’ compensation;

•any initial public offering price;

•any discounts or concessions allowed or re-allowed or paid to dealers; and

•any commissions paid to agents.

Any underwritten offering may be on a best efforts or a firm commitment basis. If underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or ~~reallowed~~re-allowed or paid to dealers.

If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.

We may sell the securities offered through this prospectus directly or through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.

We may also make direct sales through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers, or agents, including standby underwriters, to sell the unsubscribed securities to third parties.

If indicated in the applicable prospectus supplement, securities may also be offered or sold by a “remarketing firm” in connection with a remarketing arrangement contemplated by the terms of the securities. Remarketing firms may act as principals for their own accounts or as agents. The applicable prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us. It will also describe the remarketing firm’s

compensation. Remarketing firms may be deemed to be underwriters in connection with the remarketing of the securities.

If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.

We may from time to time engage a firm or firms to act as our agent for one or more offerings of our securities. We sometimes refer to any such agent as our “offering agent.” If we reach agreement with an offering agent with respect to a specific offering, including the number of securities and any minimum price below which sales may not be made, than the offering agent will try to sell such securities on the agreed terms. The offering agent could make sales in privately negotiated transactions or any other method permitted by law, including sales deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on an exchange, or sales made to or through a market maker other than on an exchange. Any such offering agent will be deemed to be an “underwriter” within the meaning of the Securities Act with respect to any sales effected through an “at the market” offering.

Unless the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market, other than shares of our common stock, which are listed on the ~~NYSE MKT.~~New York Stock Exchange. We may elect to list any series of offered securities on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities,

but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.

Any underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

We, the underwriters, dealers, or other agents may engage in derivative transactions involving the securities. These derivatives may consist of short sale transactions and other hedging activities. The underwriters, dealers, or agents may acquire a long or short position in the securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or repurchase agreements with the underwriters, dealers, or agents. The underwriters, dealers, or agents may effect the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions by others. The underwriters, dealers, or agents may also use the securities purchased or borrowed from us or others (or, in the case of derivatives, securities received from us in settlement of those derivatives) to directly or indirectly settle sales of the securities or close out any related open borrowings of the securities.

We may also make sales through the Internet or through other electronic means. Since we may from time to time elect to offer securities directly to the public, with or without the involvement of agents, underwriters, or dealers, utilizing the Internet or other forms of electronic bidding or ordering systems for the pricing and allocation of such securities, you will want to pay particular attention to the description of that system we will provide in a prospectus supplement.

Such electronic system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms and conditions at which such securities are sold. These bidding or ordering systems may present to each bidder, on a so-called “real-time” basis, relevant information to assist in making a bid, such as the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder’s individual bids would be accepted, prorated or rejected. For example, in the case of debt security, the clearing spread could be indicated as a number of “basis points” above an index treasury note. Of course, many pricing methods can and may also be used.

Upon completion of such an electronic auction process, securities will be allocated based on prices bid, terms of bid or other factors. The final offering price at which securities would be sold and the allocation of securities among bidders would be based in whole or in part on the results of the Internet or other electronic bidding process or auction.

Agents, underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.

To comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

~~Sales of Our Common Stock by Selling Stockholders~~

As of the date of this prospectus, we have not been advised by any selling stockholder as to any plan of distribution. The selling stockholders may choose not to sell any common stock. The common stock offered by this prospectus may be sold from time to time to purchasers:

~~directly by the selling stockholders or their successors, which includes their donees, pledgees, assignees or transferees or other successors-in-interest; or~~

through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the selling stockholders or the purchasers of the common stock. These discounts, concessions or commissions may be in excess of those customary in the types of transactions involved.

2522

~~PROSPECTUS~~

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Set forth below is an estimate (except in the case of the registration fee) of the amount of fees and expenses to be incurred in connection with the issuance and distribution of the offered securities, other than underwriting discounts and commissions. ~~The selling stockholders will not bear any portion~~


SEC Registration fee			$9,270
FINRA filing fees			*
Printing expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Miscellaneous fees and expenses			*
Other			*
Total			*

*These fees are calculated based on the number of ~~the below expenses.~~issuances and amount of securities offered and accordingly cannot be estimated at this time.

Registration fee $ 7,904
Legal fees and expenses 35,000
Accounting fees and expenses 33,000
Miscellaneous fees and expenses 5,000
Total $ 80,904

Item 15. Indemnification of Directors and Officers.

Section 145 of the ~~Delaware General Corporation Law (the “DGCL”)~~DGCL provides, in general, that a corporation incorporated under the laws of the State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.

Our bylaws provide that we will indemnify our directors and officers to the extent and in the manner permitted by applicable law, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. An indemnitee will generally not be entitled to indemnification under our bylaws in connection with any claim initiated by the indemnitee unless we consent to the initiation of the claim.

Moreover, our certificate of incorporation provides that, to the fullest extent permitted by law, our directors will not be personally liable to us or our stockholders for damages for breach of fiduciary duty.

Any amendment, repeal, or modification of the foregoing certificate of incorporation and bylaw provisions will be prospective only and will not adversely affect any indemnification right of our directors or officers or limitation on the liability of any of our directors arising from acts prior to the time of such amendment, repeal, or modification.

II-1

We have also entered into indemnification agreement with each of our current directors and certain of our executive officers, specifically ~~L. Allen Baker, Jr.~~Beth Garvey (President and Chief Executive ~~Officer, director)~~Officer), ~~Michael A. Rutledge~~Dan Hollenbach (Chief Financial ~~Officer)~~Officer and Secretary), C. David Allen, Jr. (director), Richard L. Baum, Jr. (director), Douglas E. Hailey (director), Cynthia Marshall (director), and Paul A. Seid ~~(director) and C. David Allen, Jr.~~ (director) (collectively, the “Indemnitees”). The indemnification agreements clarify and supplement indemnification provisions already contained in our bylaws and generally provide for indemnification of the Indemnitees to the fullest extent permitted by Delaware law, subject to certain exceptions, against expenses, judgments, fines, and other amounts actually and reasonably incurred in connection with their service as a director or executive officer and also provide for rights to advancement of expenses.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

~~II-1~~

Item 16. Exhibits.

The following is a list of exhibits ~~are listed in the exhibit index, which appears elsewhere herein and is incorporated herein by reference.~~filed as part of this registration statement.


Exhibit						Description
1.1*						Form of Underwriting Agreement
4.1						Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the registrant’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013)
4.2						Certificate of Amendment to Certificate of Incorporation of BGSF, Inc. (incorporated by reference from the registrant’s Current Report on Form 8-K filed on February 12, 2021)
4.3						Bylaws of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the registrant’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013)
4.4						Form of Common Stock Certificate (incorporated by reference from Amendment No. 1 to the registrant’s registration statement on Form S-1 (File No. 333-191683) filed on October 28, 2013)
4.5*						Form of Certificate of Designation for Preferred Stock
4.6*						Form of Preferred Stock Certificate
4.7*						Form of Deposit Agreement for Depositary Shares
4.8*						Form of Depositary Receipt for Depositary Shares
4.9*						Form of Warrant Agreement
4.10*						Form of Warrant Certificate
4.11*						Form of Rights Agreement or Subscription Agreement
4.12*						Form of Rights Certificate
4.13*						Form of Unit Agreement
4.14*						Form of Unit Certificate
5.1**						Opinion of Norton Rose Fulbright US LLP
23.1**						Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1)
23.2**						Consent of Independent Registered Public Accounting Firm (Whitley Penn LLP)
24.1**						Power of Attorney (included on the signature page hereto)


*			To be filed if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities.
**			Filed herewith

II-2

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided,, however,, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering ofsuch securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a timeof contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting

II-3

method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the

~~II-2~~

offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual ~~or transition~~ report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.

~~II-3~~

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on ~~December 19, 2014.~~October 1, 2021.



			~~BG STAFFING,~~BGSF, INC.


			By:			/s/ ~~L. Allen Baker, Jr.~~Beth Garvey
						~~Name: L. Allen Baker, Jr.~~Beth Garvey
						~~Title:~~ President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Beth Garvey and Dan Hollenbach, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including any and all post-effective amendments) to this registration statement on Form S-3 and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this ~~Registration Statement~~registration statement has been signed below by the following persons in the capacities and on the dates indicated.

~~Dated: December 19, 2014~~

SIGNATURES

TITLE

DATE

/s/ ~~L. Allen Baker, Jr.~~Beth Garvey

Director, President and Chief Executive Officer (Principal Executive Officer)

~~December 19, 2014~~

October 1, 2021

~~L. Allen Baker, Jr.~~

Beth Garvey

/s/ ~~Michael A. Rutledge~~Dan Hollenbach

Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

~~December 19, 2014~~

October 1, 2021

~~Michael A. Rutledge~~

Dan Hollenbach

/s/ ~~Douglas E. Hailey~~C. David Allen, Jr.

Director

~~December 19, 2014~~October 1, 2021

~~Douglas E. Hailey~~C. David Allen, Jr.

/s/ Richard L. Baum, Jr.

Director

~~December 19, 2014~~October 1, 2021

Richard L. Baum, Jr.

/s/ Douglas E. Hailey

Director

October 1, 2021

Douglas E. Hailey

/s/ Cynthia Marshall

Director

October 1, 2021

Cynthia Marshall

/s/ Paul A. Seid

Director

~~December 19, 2014~~October 1, 2021

Paul A. Seid

~~/s/ C. David Allen, Jr.~~

~~Director~~

~~December 19, 2014~~

~~C. David Allen, Jr.~~

~~EXHIBIT INDEX~~

~~The following is a list of exhibits filed as part of this registration statement.~~



~~Exhibit~~		~~Description~~
~~1.1~~		Form of Underwriting Agreement (Common Stock)*
~~1.2~~		Form of Underwriting Agreement (Preferred Stock)*
~~1.3~~		Form of Underwriting Agreement (Warrants)*
~~3.1~~		Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the registrant’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013)
~~3.2~~		~~Bylaws of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the registrant’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013)~~
~~4.1~~		~~Form of Common Stock Certificate (incorporated by reference from Amendment No. 1 to the registrant’s registration statement on Form S-1 (File No. 333-191683) filed on October 28, 2013)~~
~~4.2~~		Form of Certificate of Designation*
~~4.3~~		Form of Common Stock Warrant Agreement*
~~4.4~~		Form of Preferred Stock Warrant Agreement*
~~4.5~~		Form of Preferrred Stock Certificate*
~~5.1~~		~~Opinion of Fulbright & Jaworski LLP (a member of Norton Rose Fulbright)~~
~~23.1~~		~~Consent of Fulbright & Jaworski LLP (a member of Norton Rose Fulbright) (included in Exhibit 5.1)~~
~~23.2~~		~~Consent of Independent Registered Public Accounting Firm (Whitley Penn LLP)~~
~~23.3~~		~~Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP)~~
~~23.4~~		~~Consent of Independent Registered Public Accounting Firm (Weaver & Tidwell, L.L.P.)~~
~~23.5~~		~~Consent of Independent Public Accounting Firm (Kahn, Litwin, Renza & Co., Ltd.)~~
~~24.1~~		~~Power of Attorney (included on the signature page hereto)~~

II-5



*	To be filed if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities.



			Page
Risk Factors			1
Cautionary Note Regarding Forward -Looking Statements			2
About This Prospectus			14
~~Cautionary Note Regarding Forward-Looking Statements~~B GSF,Inc.			25
~~About this Prospectus~~U se of Proceeds			46
~~Our Company~~		5
~~Use of Proceeds~~	9
~~Unaudited Pro Forma Financial Information~~	10
General Description of Securities		127
Description of Capital Stock			8
Description of Despo s itary Shares			1312
Description of Warrants			1614
~~Selling Stockholders~~Description of Rights			16
Description of Units			18
Plan of Distribution			2319
Where You Can Find More Information			2823
Incorporation of Certain Documents by Reference			2924
Legal Matters			3025
Experts			3126



~~American Partners, Inc.:~~
~~Independent Auditor’s Report~~	~~F-2~~
~~Balance Sheets~~	~~F-3~~
~~Statements of Income and Retained Earnings~~	~~F-4~~
~~Statements of Cash Flows~~	~~F-5~~
~~Notes to Financial Statements~~	~~F-6~~
~~InStaff Holding Corporation:~~
~~As of and for the Years ended December 31, 2012 and 2011:~~
~~Independent Auditor’s Report~~	~~F-9~~
~~Consolidated Balance Sheets~~	~~F-10~~
~~Consolidated Statements of Income~~	~~F-11~~
~~Consolidated Statements of Stockholders’ Equity~~	~~F-12~~
~~Consolidated Statements of Cash Flows~~	~~F-13~~
~~Notes to Consolidated Financial Statements~~	~~F-14~~
~~As of and for the Twenty-one Week Period ended May 28, 2013:~~
~~Unaudited Consolidated Balance Sheet~~	~~F-21~~
~~Unaudited Consolidated Statement of Operations~~	~~F-22~~
~~Unaudited Consolidated Statement of Cash Flows~~	~~F-23~~
~~Notes to Unaudited Consolidated Financial Statements~~	~~F-24~~



	2012		2011
Assets
Current Assets:
Cash and cash equivalents	$	1,246,611	$	1,317,505
Accounts receivable	5,055,159		4,446,426
Prepaid expenses	31,078		31,494
Employee loans	—		4,238
Loans to stockholders	—		61,398
Total current assets	6,332,848		5,861,061
Property and Equipment, at cost	53,730		50,976
Less accumulated depreciation	35,400		25,371
Net property and equipment	18,330		25,605
Total Assets	$	6,351,178	$	5,886,666
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	2,511,455		2,099,326
Distributions payable	1,200,561		—
Accrued liabilities	128,248		274,518
Total current liabilities	3,840,264		2,373,844
Stockholders’ Equity:
Common stock, $.01 par value; 10,000,000 shares authorized, 100 shares issued and outstanding	1		1
Additional paid-in capital	99,999		99,999
Retained earnings	2,410,914		3,412,822
Total stockholders’ equity	2,510,914		3,512,822
Total Liabilities and Stockholders’ Equity	$	6,351,178	$	5,886,666



	2012			2011
Revenue	$	28,666,095		$	25,587,991
Cost of revenue	22,992,864			20,471,205
Gross profit	5,673,231			5,116,786
Selling, general and administrative expenses	3,852,743			3,248,277
Operating income	1,820,488			1,868,509
Other income (expense):
Interest income	3,305			16
Interest expense	—			(8,888		)
Total other income (expense), net	3,305			(8,872		)
Net Income	1,823,793			1,859,637
Retained earnings, beginning of period	3,412,822			1,553,185
Stockholder distributions	(2,825,701		)	—
Retained earnings, end of period	$	2,410,914		$	3,412,822



	2012		2011

Cash Flows from Operating Activities
Net income	1,823,793		1,859,637
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense	86,281		52,525
Depreciation	10,029		9,478
Changes in operating assets and liabilities:
Accounts receivable	(695,014	)	(944,750	)
Prepaid expenses	416		(6,213	)
Employee loans	4,238		620
Accounts payable	412,129		490,105
Accrued liabilities	(146,270	)	54,698
Net cash provided by operating activities	1,495,602		1,516,100
Cash Flows from Investing Activities:
Purchase of property and equipment	(2,754	)	(20,595	)
Collections from (loans to) stockholders	50,000		(61,398	)
Net cash provided (used) by investing activities	47,246		(81,993	)
Cash Flows from Financing Activities:
Principal payments on long-term debt	—		(116,790	)
Stockholder distributions	(1,613,742	)	—
Net cash used by financing activities	(1,613,742	)	(116,790	)
Net Increase (Decrease) in Cash and Cash Equivalents	(70,894	)	1,317,317
Cash and Cash Equivalents, beginning of period	1,317,505		188
Cash and Cash Equivalents, end of period	1,246,611		1,317,505
Schedule of Noncash Investing and Financing Transactions:
Distributions declared, payable at year-end	1,200,561		—
Forgiveness of loan to shareholder	11,398		—
Supplemental Cash Flow Information:
Cash paid for interest	—		8,888




		Amount To Be Registered(1)	Proposed Maximum Aggregate Offering Price Per Security			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Primary Offering:
Common Stock, par value $0.01 per share	(3)
Preferred Stock, par value $0.01 per share	(3)
Warrants
Total Primary Offering		$60,000,000	-			$60,000,000		(4)	$6,972		(2)
Secondary Offering:
Common Stock, par value $0.01 per share		822,212	$	9.75		$	8,016,567		$	931.53
Total Secondary Offering		822,212	$	9.75	(5)	$	8,016,567		$	931.53	(5)



	BG Staffing Historical Fiscal Year Ended December 29, 2013		Conversion to C Corporation			InStaff Holdings Corporation Period of January 1, 2013 - May 28, 2013			InStaff Holdings Corporation Pro Forma Adjustments				Pro Forma Combined
Revenue	$	151,678	$	—		$	20,924		$	—			$	172,602
Cost of Sales	122,616		—			17,921			—				140,537
Gross Profit	29,062		—			3,003			—				32,065
Selling, General and Administrative Expenses	19,275		—			2,794			175			(a)	22,244
Depreciation and Amortization	4,894		—			36			258			(b)	5,188
Income (Loss) from Operations	4,893		—			173			(433		)		4,633
Interest Expense, net	4,057		—			69			330			(c)	4,456
Income (Loss) Before Income Taxes	836		—			104			(763		)		177
Income Tax (Expense) Benefit	7,463		536		(d)	(85		)	—				6,842
Net Income (Loss)	$	8,299	$	536		$	19		$	(763	)		$	7,019
Per Share Data:
Basic Earnings per Share													$	1.29
Diluted Earnings per Share													$	1.24
Weighted Average Number of Shares:
Basic													5,425
Diluted													5,646



	Shares Beneficially Owned Prior to this Offering			Shares Offered by this Prospectus	Shares Beneficially Owned After this Offering(1)
Name of Selling Stockholder	Number		Percent		Number	Percent
Albert C. Esposito & Brooke Crowley Esposito (2)	27,725		*	15,384	12,341	*
Albert Esposito & Margaret Esposito (2)	60,086	(3)	1%	15,384	44,702	*
Aldo Kokot & Mary Kokot (2)	2,282		*	1,436	846	*
Allison Bibicoff	1,538		*	1,538	—	*
Andrew K. Light	84,334	(4)	2%	20,513	63,821	1%
Angus Bruce & Lauralee Bruce (2)	29,870	(5)	*	6,154	23,716	*
Applebaum Family Limited Partnership (6)	46,511	(7)	*	7,692	38,819	*
AR-and-Associates Individual (K) (8)	1,539		*	1,539	—	*
Ashok Kumar Narang	54,896		*	16,410	38,486	*
Barktones LLC (9)	66,350		1%	18,461	47,889	*
Bennett Greenspon	2,000		*	2,000	—	*
Billings Family Revocable Trust (11)	3,079		*	3,079	—	*
C. Mark Casey	1,026		*	1,026	—	*
Camilo Sartie & Patricia Sartie (2)	1,000		*	1,000	—	*
Charles Brand	37,503	(12)	*	20,513	16,990	*
David A. Random	125,170	(13)	2%	20,513	104,657	2%
David Frank Rios & Margaret Jo Rios Trust (14)	43,360		*	15,385	27,975	*
David J. Conger	2,000		*	2,000	—	*
David J. Larkworthy Trust	3,077		*	3,077	—	*
David L. Allen	8,406		*	8,206	200	*
David Moulder	2,564		*	2,564	—	*
Dazia Capital Spain S.L. (15)	5,128		*	5,128	—	*



Denis Fortin (16)	170,093		3%	20,500	149,593	3%
Dr. Baldev S. Brar & Dr. Burmukh K. Brar (2)	4,520		*	2,500	2,020	*
Dr. Richard V. Nuttall & Annetta Mets Nuttall (2)	1,538		*	1,538	—	*
Edgar L. Parker	2,052		*	2,052	—	*
Edward J. Cook	20,995		*	7,692	13,303	*
Elaine Dines Revocable Trust	2,564		*	2,564	—	*
Bonnie S Cohen 2012 Trust	5,492		*	2,051	3,441	*
Elizabeth Chamberlain	3,076		*	3,076		*
Estate of Richard Curtis Clayton (10)	18,462		*	18,462	—	*
Estelle Siegel	2,000		*	2,000	—	*
Frank R. Jazzo	3,077		*	3,077	—	*
Glenn R. Hubbard	86,626	(17)	2%	20,513	66,113	1%
Ernest H. Hill Living Trust (18)	8,932		*	2,051	6,881	*
H. Philip Howe Trust (19)	16,346		*	3,076	13,270	*
The Bibicoff Family Trust (20)	29,297	(21)	*	1,539	27,758	*
Henry Jackson Warden	2,500		*	2,500	—	*
Herbert A. Palans Trust (22)	769		*	769	—	*
Holly Lee Loebel	2,564		*	2,564	—	*
Howard A. Kalka	3,497	(23)	*	3,077	420	*
IRA FBO David Stetson (70)	10,000		*	10,000	—	*
IRA FBO Donald C. Holliday (70)	10,000		*	10,000	—	*
IRA FBO Francis Bissaillon (70)	12,308		*	12,308	—	*
IRA FBO Kenneth W. Cleveland (70)	44,422		*	7,692	36,730	*
IRA FBO Scott C. Folkers (70)	2,564		*	2,564	—	*
IRA FBO Starr F. Schlobohm, Jr.(70)	1,539		*	1,539	—	*
IRA FBO Timothy M. Fitzpatrick (70)	2,052		*	2,052	—	*
IRA FBO Vincent J. McGill	5,128		*	5,128	—	*
James B. Freeman	2,000		*	2,000		*
James F. & Claudia A. Matcek (2)	2,051		*	2,051	—	*
James & Patricia Tadych Trust (24)	82,985	(25)	1%	25,642	57,343	1%
James Zima Trust	2,500		*	2,500	—	*
Jay Shuster	2,564		*	2,564	—	*
Jeffrey G. and Mary Ann Hipp (2)	53,913	(26)	*	12,820	41,093	*
Jeffrey H. Golden	8,968		*	5,128	3,840	*
John Brannen	2,052		*	2,052	—	*
John J. Resich Trust (27)	10,256		*	10,256	—	*
John O. Hanson Revocable Trust (28)	2,564		*	2,564	—	*
John R. Bertsch Trust (29)	103,523	(30)	2%	25,640	77,883	1%
John R. Wiencek	20,068	(31)	*	7,692	12,376	*
John R. Worthington Trust (32)	7,700		*	7,700	—	*
John S. Tschohl Trust	7,725		*	2,564	5,161	*
John W. Crow	15,032		*	10,256	4,776	*
Joseph F. Domenice	1,539		*	1,539	—	*
Junge Revocable Trust (33)	200,600		4%	41,026	159,574	3%
Kaplan Family Trust (34)	1,000		*	1,000	—	*
Keith Becker	29,995	(35)	*	6,154	23,841	*
Larry V. Lowrance	1,538		*	1,538	—	*
Lenore Mahoney	10,256		*	10,256	—	*
Marvin J. Loutsenhizer	3,000		*	3,000	—	*
Michael Dunham	27,646		*	7,692	19,954	*
Michael Fourticq	75,550	(36)	1%	10,300	65,250	1%



Michael G Bero	1,000		*	1,000	—	*
Nicholas Taglich & Juliana Taglich (2)	15,118		*	3,077	12,041	*
Nina B. Sando	2,437		*	1,539	898	*
Norper Investments (37)	21,078	(38)	*	7,692	13,386	*
Pamela M. and Brian P. Walsh (2)	3,590		*	3,590	—	*
Patricia Tschohl Trust	2,564		*	2,564	—	*
Thuemling Industrial Products Inc Profit Sharing Plan (39)	34,715		*	1,000	33,715	*
Peter S. Gold	1,539		*	1,539	—	*
Rachel T. Baroni Trust (40)	30,672	(41)	*	5,128	25,544	*
Raymond M. and Joan P. Beebe (2)	59,948	(42)	1%	10,256	49,692	*
Revocable Living Trust of Frances DeLuca (43)	33,953	(44)	*	15,385	18,568	*
Richard Duke	26,617		*	5,100	21,517	*
Richard F. Bero	1,025		*	1,025	—	*
Robert Brooks	7,700		*	7,700	—	*
Robert D. Katchke	2,564		*	2,564	—	*
Robert Edmonson	22,962	(45)	*	7,692	15,270	*
Robert Moussa	3,100		*	3,100	—	*
Robert P. Giesen	3,076		*	3,076	—	*
Robert W. Allen, Jr.	10,256		*	10,256	—	*
Robert W. Main Trust (46)	2,000		*	2,000	—	*
Roger W. and Joyce M. Lunstra Living Trust (47)	41,531		*	8,206	33,325	*
Ronald A. Bero	36,037	(48)	*	8,206	27,831	*
Ronald Johnson	20,283	(49)	*	5,128	15,155	*
Samuel E. Leonard Trust (50)	16,096	(51)	*	1,538	14,558	*
Shadow Capital LLC (52)	157,985	(53)	3%	10,256	147,729	3%
Sheela P. Kumar	3,590		*	3,590	—	*
Spahr-Derebery Family Trust (54)	17,756	(55)	*	2,051	15,705	*
Sterling Family Investment LLC (56)	198,411	(57)	4%	10,256	188,155	3%
Steven A. Boggs	36,112		*	10,000	26,112	*
Steven Mucciolo	3,000		*	3,000	—	*
Steven R. Berlin	5,128		*	5,128	—	*
Susan M. Allen Trust (58)	75,279	(59)	1%	30,769	44,510	*
Susan and Magnus Thorstenn (2)	33,758		*	5,128	28,630	*
Tad Wilson	24,482		*	9,230	15,252	*
The Carolyn L. Foutch Revocable Living Trust (60)	28,704		*	10,256	18,448	*
The Ladendorf Family Revocable Trust (61)	29,669		*	12,820	16,849	*
The Shirley J. Lewis Marital Trust (62)	54,155		*	10,256	43,899	*
The Staff F. Schlobohm Education Trust (63)	10,256		*	10,256	—	*
The Temkin Family Legacy Trust (64)	2,600		*	2,600	—	*
Thomas L. Ryan	2,564		*	2,564	—	*
Victor Microwave Co. Inc. (65)	3,077		*	3,077	—	*
Wafgal Limited (66)	9,425		*	2,051	7,374	*
Warren Earl Fuller	5,128		*	5,128	—	*
William C. Steele Living Trust (67)	22,468	(68)	*	2,051	20,417	*
William Winters	2,564		*	2,564		*
Wulf & Renate Paulick (2)	39,035	(69)	*	5,000	34,035	*



	2012		2011
Furniture and fixtures	$	23,949	$	21,195
Equipment	17,331		17,331
Leasehold improvements	12,450		12,450
Total property and equipment	$	53,730	$	50,976



Year Ending	Amount
December 31, 2012	$	3,900
December 31, 2013	48,100
December 31, 2014	8,100
Total	$	60,100



	2012		2011
REVENUES
Temporary placements	$	53,353,380	$	53,391,100
Direct hire fees	128,311		191,251
	53,481,691		53,582,351
COST AND EXPENSES
Cost of sales	45,922,008		45,857,396
Operating expenses	5,784,896		6,676,241
	51,706,904		52,533,637
Operating income	1,774,787		1,048,714
OTHER EXPENSE
Interest expense	201,357		232,415
Management fees	240,000		240,000
	441,357		472,415
Income before income taxes	1,333,430		576,299
Income tax expense	547,963		271,590
NET INCOME	$	785,467	$	304,709



	Additional Paid-in Capital		Retained Earnings		Notes Receivable From Stockholders			Treasury Stock			Total
Balance, December 31, 2010	$	4,956,067	$	1,728,790	$	(28,144	)	$	—		$	6,656,713
Treasury stock purchase	—		—		7,327			(24,947		)	(17,620		)
Net income	—		304,709		—			—			304,709
Balance, December 31, 2011	4,956,067		2,033,499		(20,817		)	(24,947		)	6,943,802
Net income	—		785,467		—			—			785,467
Balance, December 31, 2012	$	4,956,067	$	2,818,966	$	(20,817	)	$	(24,947	)	$	7,729,269



	2012		2011
Accrued compensation	$	537,804	$	391,153
Payroll taxes	483,771		356,625
Unclaimed wages	10,573		10,873
Unclaimed property	1,356		7,558
Accrued management fees (related party)	440,000		400,000
Accrued state taxes	29,372		79,035
Accrued interest	8,475		25,990
Other accrued expenses	34,810		273,237
	1,546,161		1,544,471



	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	785,467		$	304,709
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	82,863			75,011
Deferred income taxes	388,420			200,226
Change in operating assets and liabilities
Accounts receivable	(54,410		)	(564,883		)
Refundable income taxes	—			112,305
Prepaid expenses	14,135			50,547
Prepaid workers’ compensation expense	(327,245		)	(209,829		)
Other assets	(8,670		)	11,379
Accounts payable	(5,653		)	(44,507		)
Accrued expenses	1,690			105,884
Deferred revenue	(13,088		)	13,088
Net cash provided by operating activities	863,509			53,930
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of furniture, fixtures, and leasehold improvements	(117,304		)	(51,902		)
Net cash used in investing activities	(117,304		)	(51,902		)
CASH FLOWS FROM FINANCING ACTIVITIES
Outstanding checks payable	(257,460		)	206,739
Proceeds from line-of-credit	22,607,055			19,304,360
Payments on line-of-credit	(22,608,776		)	(19,495,305		)
Payment on note payable - related party	(187,500		)	-
Purchase of treasury stock	—			(17,620		)
Net cash used financing activities	(446,681		)	(1,826		)
CHANGE IN CASH AND CASH EQUIVALENTS	299,524			202
CASH AND CASH EQUIVALENTS, beginning of year	1,177			975
CASH AND CASH EQUIVALENTS, end of year	$	300,701		$	1,177
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	201,357		$	232,415
Income tax paid	$	164,663		$	111,820



	2012			2011
Deferred tax assets
Allowance for bad debts	$	52,594		$	53,203
Federal net operating loss carryforward	(935		)	136,860
State net operating loss carryforward	16,760			16,760
Other	36,286			41,921
	104,705			248,744
Deferred tax liabilities
Equipment and improvements	(36,766		)	(14,511		)
Intangible assets	(1,729,892		)	(1,507,766		)
	(1,766,658		)	(1,522,277		)
Net deferred tax liabilities	$	(1,661,953	)	$	(1,273,533	)



	2012			2011
Current deferred tax asset	$	88,880		$	95,124
Long-term deferred tax liability	(1,750,833		)	(1,368,657		)
	$	(1,661,953	)	$	(1,073,307	)



Years Ending December 31,	Amount
2013	$	262,988
2014	232,124
2015	194,643
2016	120,620
2017	24,200
Total	$	834,575



	2012		2011
Current – Federal	$	—	$	—
Current – State	44,543		71,364
Deferred	503,420		200,226
Income tax provision	$	547,963	$	271,590



	Number of Shares
	2012		2011
Authorized
Series A Preferred Stock, no par value	$	700,000	$	700,000
Common stock, no par value	800,000		800,000
Issued
Series A Preferred stock, no par value	629,132		629,132
Common stock, no par value
Outstanding	37,640		37,640
Treasury	3,564		3,564
Total Common stock, no par value	$	41,204	$	41,204



	May 28, 2013			December 31, 2012
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	565,656		$	300,701
Accounts receivable, net of allowance of $149,196 and $155,086, respectively	4,286,855			5,651,739
Deferred income taxes	88,710			88,880
Prepaid expenses	25,115			27,287
Prepaid workers’ compensation expense	2,168,659			1,773,604
Total current assets	7,134,995			7,842,211
Furniture, fixtures, and leasehold improvements, net	136,993			169,248
Goodwill	6,875,087			6,875,087
Other assets	46,122			56,305
TOTAL ASSETS	$	14,193,197		$	14,942,851
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Outstanding checks payable	$	—		$	—
Accounts payable	136,697			90,040
Accrued expenses	1,791,780			1,546,161
Line-of-credit	2,187,937			3,264,048
Total current liabilities	4,116,414			4,900,249
Note payable	468,750			562,500
Deferred income taxes	1,835,663			1,750,833
	6,420,827			7,213,582
Stockholders’ equity
Series A Preferred stock, no par value	—			—
Common stock, no par value	—			—
Additional paid-in capital	4,956,067			4,956,067
Retained earnings	2,862,068			2,818,966
Notes receivable from stockholders	(20,817		)	(20,817		)
	7,957,568			7,754,216
Treasury stock, at cost	(24,947		)	(24,947		)
Total stockholders’ equity	7,772,371			7,729,269
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,193,197		$	14,942,851



			~~Number of Shares~~
			~~May 28, 2013~~
	~~Authorized~~
	~~Series A Preferred Stock, no par value~~		~~700,000~~
	~~Common stock, no par value~~		~~800,000~~
	~~Issued~~
	~~Series A Preferred stock, no par value~~		~~629,132~~
	~~Common stock, no par value~~
	~~Outstanding~~		~~37,640~~
	~~Treasury~~		~~3,564~~
	~~Total Common stock, no par value~~		~~41,204~~



Registration fee	$	7,904
Legal fees and expenses	35,000
Accounting fees and expenses	33,000
Miscellaneous fees and expenses	5,000
Total	$	80,904