UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2016
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-53088
| Command Center, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| Washington | | 91-2079472 |
| (State of other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| 3609 S. Wadsworth Suite 250 Lakewood, Co. | | 80235 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| (866) 464-5844 |
| (Registrant’s Telephone Number, including Area Code) |
| Securities Registered Pursuant to Section 12(b) of the Act: None | |
| | |
| Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 | |
| (Title of Class) |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐·No☑ | |
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| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐·No☑ | |
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| Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑·No ☐ | |
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| Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑·No ☐ | |
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| Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. ☑ | |
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| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large Accelerated Filer ☐ Accelerated Filer ☐·Non-Accelerated Filer ☐·Smaller Reporting Company ☑ | |
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| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐·No☑ | |
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| The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, as of the last business day of the second fiscal quarter, June 24, 2016, was approximately $24,296,595. | |
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As of March 30, 2017, there were 60,634,650 shares of the registrant’s common stock outstanding. The following document is incorporated by reference into Parts I, II, III, and IV of this report: None. | |
EXPLANATORY NOTE
Command Center, Inc. is filing this amendment No.1 on Form 10-K/A for the year ended December 30, 2016 as filed with the Securities and Exchange Commission on April 11, 2017, in order to address comments from the SEC that required us to add disclosure in Item 9A, “Controls and Procedures.”
This Form 10-K/A does not attempt to modify or update any other disclosures set forth in the original annual report on Form 10-K for the year ended December 31, 2016, and filed with the Securities and Exchange Commission on April 11, 2017, except as required to reflect the additional information included in Part II of this Form 10-K/A.
PART II
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of this Form 10-K. Based on that evaluation, our CEO and CFO concluded that, as of December 30, 2016, our disclosure controls and procedures were effective.
(b) Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company hired a new Chief Financial Officer and a new Controller at the end of its 2016 third quarter and during their review of prior year account reconciliations they identified certain immaterial misstatements. Since those misstatements were material to the 2016 financial statements, the 2015 financial statements were revised. The misstatements were not considered the result of a material weakness in internal controls. The Company has hired a third party consultant to assess the internal controls environment under the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 13 Framework. Based on our evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 30, 2016. The Company intends to consider recommendations from the third party consultant as well as information obtained from the review of prior account reconciliations to make enhancements to its internal control over financial reporting during 2017.
(c) Changes in internal controls over financial reporting. There have not been any changes in our internal control over financial reporting during the quarter ended December 30, 2016 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Exhibit No. | | Description |
| | Consent of PMB Helin Donovan |
| | Certification of Principal Executive Officer-Section 302 Certification |
| | Certification of Principal Accounting Officer-Section 302 Certification |
| | Certification of Chief Executive Officer-Section 906 Certification |
| | Certification of Principal Accounting Officer-Section 906 Certification |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this amendment to the report to be signed on their behalf by the undersigned, thereunto duly authorized on the 22nd day of December, 2017.
COMMAND CENTER, INC.
| /s/ Frederick Sandford | | President, Chief Executive Officer | | Frederick Sandford |
| Signature | | Title | | Printed Name |
| | | | | |
| /s/ Cory Smith | | Principal Accounting Officer | | Cory Smith |
| Signature | | Title | | Printed Name |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ John Stewart | | Director | | John Stewart | | December 22, 2017 |
| Signature | | Title | | Printed Name | | Date |
| | | | | | | |
| /s/ Richard Finlay | | Director | | Richard Finlay | | December 22, 2017 |
| Signature | | Title | | Printed Name | | Date |
| | | | | | | |
| /s/ Frederick Sandford | | Director | | Frederick Sandford | | December 22, 2017 |
| Signature | | Title | | Printed Name | | Date |
| | | | | | | |
| /s/ John Schneller | | Director | | John Schneller | | December 22, 2017 |
| Signature | | Title | | Printed Name | | Date |
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| /s/ JD Smith | | Director | | JD Smith | | December 22, 2017 |
| Signature | | Title | | Printed Name | | Date |
| | | | | | | |
| /s/ R. Rimmy Malhotra | | Director | | R. Rimmy Malhotra | | December 22, 2017 |
| Signature | | Title | | Printed Name | | Date |
| | | | | | | |
| /s/ Steven Bathgate | | Director | | Steven Bathgate | | December 22, 2017 |
| Signature | | Title | | Printed Name | | Date |
