10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 29, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                    .

Commission File Number: 333-191683

________________________________________________

BG STAFFING, INC. 

(exact name of registrant as specified in its charter)

________________________________________________

Delaware	26-0656684
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5000 Legacy Drive, Suite 350

Plano, Texas 75024

(972) 692-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has 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  þ

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 (§ 232.405 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  þ    No  ¨

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

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	þ	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   þ

The number of shares outstanding of the registrant’s common stock as of December 20, 2013 was 5,598,847.

EXPLANATORY NOTE

The sole purpose of this amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2013, originally filed with the Securities and Exchange Commission on December 20, 2013, is to furnish Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the consolidated financial statements and notes included in Part I, Item I of the Form 10-Q. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.

No other changes have been made to the Form 10-Q, and the Form 10-Q has not been updated to reflect events occurring subsequent to the original filing date.

Item 6. Exhibits.

The following exhibits are filed or furnished with this Quarterly Report on Form 10-Q.

Exhibit Number	Description
3.1	Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1 (File No. 333-191683) filed November 4, 2013)
3.2	Bylaws of BG Staffing, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1 (File No. 333-191683) filed November 4, 2013)
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1 (File No. 333-191683) filed October 28, 2013)
31.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema Document.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.

* Previously filed December 20, 2013 as an exhibit with the Quarterly Report on Form 10-Q of BG Staffing, Inc. for the period ended September 29, 2013.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 21, 2014
	/s/ L. Allen Baker, Jr.
Name:	L. Allen Baker, Jr.
Title:	President and Chief Executive Officer
	/s/ Michael A. Rutledge
Name:	Michael A. Rutledge
Title:	Chief Financial Officer and Secretary
	(Principal Financial Officer)

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INCENTIVE PLAN (Details Textual) (USD $)	9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	100.00%
Capital Unit, Class B [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance	0	317,685
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 0.58

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ACQUISITIONS (Details) (USD $)	Sep. 29, 2013	Dec. 30, 2012
Goodwill	$ 4,896,089	$ 4,859,663
InStaff Holding Corporation [Member]
Accounts receivable	4,447,763
Property and equipment	136,993
Prepaid expenses and other current assets	790,715
Deposits and other assets	909,756
Intangible assets	5,250,000
Goodwill	67,637
Liabilities assumed	(1,802,864)
Total net assets acquired	9,800,000
Cash	9,000,000
Fair value of contingent consideration	800,000
Total fair value of consideration transferred for acquired business	$ 9,800,000

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PRO FORMA C CORPORATION DATA (Details Textual) (USD $)	Sep. 29, 2013
Business Acquisition Pro Forma Deferred Tax Assets Net Current	$ 383,000
Business Acquisition Pro Forma Deferred Tax Assets Net Noncurrent	$ 7,537,000

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DEBT

9 Months Ended

Sep. 29, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 4 – DEBT

As of September 29, 2013, the Company had a senior credit facility consisting of a $5.4 million term loan, bearing interest of 4.7% at September 29, 2013, and a $20.0 million revolving line of credit (of which $12.1 million is outstanding at September 29, 2013), bearing interest of 3.9% at September 29, 2013. The Company also had approximately $15.4 million of outstanding subordinated loans. The holders of these subordinated loans also hold equity interests of the Company, and therefore, are related parties. The subordinated loans require an annual mandatory prepayment of principal to be made if specific thresholds are met. The Company made such a mandatory prepayment of approximately $0.5 million in the first quarter of 2013.

On May 28, 2013, in conjunction with the InStaff acquisition, the Company issued $6 million of new subordinated loans and drew an additional $3 million on the Company’s existing senior credit facility, which was amended as part of this transaction to increase the revolving line of credit from $12 million to $20 million. In conjunction with the issuance of the new subordinated loans, the Parent also issued to the subordinated debt holders warrants to purchase additional Class A Units of the Parent at an exercise price of $0.01 per unit. The subordinated debt holders have the right to put these warrants and approximately 104,000 Class A Units (previously acquired) to the Company. The subordinated loans have been discounted to reflect this put liability. On December 19, 2013, the subordinated debt holders exercised warrants to purchase 179,205 shares for a total of $200.

The $15.4 million of subordinated loans bear an annual interest rate of 14%, of which 12% is paid quarterly in cash and 2% is paid in kind. All subordinated loans mature in May 2015. 

At September 29, 2013, the maximum additional available borrowings under this revolving line of credit were approximately $5.2 million.

For all of its borrowings, the Company must comply with a minimum debt service financial covenant and a senior funded indebtedness to EBITDA covenant, as defined. As of September 29, 2013, the Company was in compliance with these covenants.

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ACQUISITIONS (Details 4) (American Partners, Inc. [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 23, 2012
American Partners, Inc. [Member]
Revenue	$ 79,292
Net income	$ 535
Income per share:
Basic (in dollar per share)	$ 0.13
Diluted (in dollar per share)	$ 0.13

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ACQUISITIONS (Details 3) (USD $)			9 Months Ended
	Sep. 29, 2013	Dec. 30, 2012	Sep. 29, 2013 American Partners, Inc. [Member]
Accounts receivable			$ 5,055,159
Property and equipment			18,330
Prepaid expenses and other assets			12,193
Intangible assets			11,668,000
Goodwill	4,896,089	4,859,663	61,703
Liabilities assumed			(2,615,385)
Total net assets acquired			14,200,000
Cash			10,500,000
Deferred payment to sellers			2,000,000
Issuance of equity units of Parent			500,000
Fair value of contingent consideration			1,200,000
Total fair value of consideration transferred for acquired business			$ 14,200,000

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ACQUISITIONS (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012	Sep. 29, 2013	Sep. 23, 2012
Sales Revenue, Services, Net, Total	$ 47,865,934	$ 20,632,662	$ 107,882,236	$ 55,837,883
Long Term Debt Contingent Payment			1,051,679	364,402
InStaff Holding Corporation [Member]
Business Combination Contingent Consideration			1,000,000
Payments for Previous Acquisition			436,000
Business Combination, Acquisition Related Costs			420,000
Sales Revenue, Services, Net, Total			28,300,000
Business Acquisition, Effective Date of Acquisition			May 28, 2013
American Partners, Inc. [Member]
Business Combination Contingent Consideration			1,500,000
Business Combination Consideration Additional Payments Paid			100,000
Business Combination, Acquisition Related Costs			193,178
Business Acquisition, Effective Date of Acquisition			Dec. 03, 2012
Extrinsic, LLC [Member]
Long Term Debt Contingent Payment			1,000,000
JNA Staffing, Inc. [Member]
Long Term Debt Contingent Payment				$ 100,000

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DEBT (Details Textual) (USD $)	3 Months Ended	9 Months Ended						0 Months Ended
	Mar. 31, 2013 Subordinated Debt [Member]	Sep. 29, 2013 Subordinated Debt [Member]	Sep. 29, 2013 Subordinated Debt [Member] Subsequent Event [Member]	May 28, 2013 Subordinated Debt [Member] InStaff Acquisition [Member]	Sep. 29, 2013 Revolving Credit Facility [Member]	Sep. 29, 2013 Senior Credit Facility [Member]	May 28, 2013 Senior Credit Facility [Member]	May 28, 2013 Senior Credit Facility [Member] InStaff Acquisition [Member]
Long-term Debt, Gross						$ 5,400,000
Debt Instrument, Interest Rate, Stated Percentage						4.70%
Line of Credit Facility, Maximum Borrowing Capacity					20,000,000		12,000,000
Line of Credit Facility, Interest Rate at Period End					3.90%
Line of Credit Facility, Amount Outstanding					12,100,000
Subordinated Debt, Total		15,400,000		6,000,000
Repayments of Convertible Debt	500,000
Proceeds from Issuance of Senior Long-term Debt								3,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				0.01
Class of Warrant or Right, Outstanding				104,000
Subsequent Event, Date			Dec. 19, 2013
Debt Conversion, Converted Instrument, Shares Issued			179,205
Subordinated Debt Conversion Converted Instrument Amount			200
Subordinated Borrowing, Interest Rate		14.00%
Subordinated Borrowing, Interest Rate In Cash		12.00%
Subordinated Borrowing, Interest Rate In Kind		2.00%
Debt Instrument, Maturity Date, Description		All subordinated loans mature in May 2015.
Line of Credit Facility, Remaining Borrowing Capacity					$ 5,200,000

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ACQUISITIONS

9 Months Ended

Sep. 29, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 3 - ACQUISITIONS

On May 28, 2013, the Company acquired substantially all of the assets of InStaff Holding Corporation (InStaff) for cash consideration of $9,000,000 and contingent consideration of $1,000,000 based on the performance of InStaff for the two years following the date of acquisition. The fair value of the contingent consideration at the acquisition date was $800,000 based on a discounted cash flow analysis. The purchase agreement contains a provision for a “true up” of acquired working capital 120 days after the closing date. If actual working capital is greater than the target working capital, the Company will pay additional consideration in the amount of the difference. If actual working capital is less than target working capital, InStaff will pay the Company the amount of the difference. On November 29, 2013, the Company paid approximately $436,000 for the working capital adjustment. The Company incurred costs of approximately $420,000 related to the acquisition. These costs were expensed as incurred in selling, general and administrative expenses.

The consolidated statements of operations include the operating results of InStaff from the date of acquisition. InStaff operations contributed approximately $28.3 million of revenue for the thirty-nine week period ended September 29, 2013. The assets acquired from InStaff were assigned to the Light Industrial segment. The acquisition of InStaff allows the Company to strengthen and expand its operations in the Light Industrial segment. The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows:

Accounts receivable	$	4,447,763
Property and equipment		136,993
Prepaid expenses and other current assets		790,715
Deposits and other assets		909,756
Intangible assets		5,250,000
Goodwill		67,637
Liabilities assumed		(1,802,864)
Total net assets acquired	$	9,800,000
Cash	$	9,000,000
Fair value of contingent consideration		800,000
Total fair value of consideration transferred for acquired business	$	9,800,000

 The preliminary allocation of the intangible assets is as follows:

	Estimated Fair Value		Estimated Useful Lives
Covenants not to compete	$	500,000	5 years
Trade name	$	2,000,000	Indefinite
Customer list	$	2,750,000	5 years
Total	$	5,250,000

The Company does not believe that the final purchase price allocation will be materially different than its preliminary allocations.

The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of InStaff had taken place on the first day of Fiscal 2012 would be as follows:

	Thirty-nine Weeks Ended
	September 29, 2013		September 23, 2012
	(dollars in thousands)
Revenue	$	128,806	$	94,139
Net income (loss)	$	1,016	$	(683)
Income (loss) per share:
Basic	$	0.19	$	(0.17)
Diluted	$	0.18	$	(0.17)

On December 3, 2012, the Company acquired substantially all of the assets of American Partners, Inc. (API) for cash consideration of $10,500,000, deferred payments of $2,000,000, to be paid out over four years, issuance of equity of the Parent of $500,000 and contingent consideration of $1,500,000 based on the performance of API for the two years following the date of acquisition. The fair value of the contingent consideration at the acquisition date was $1,200,000 based on a discounted cash flow analysis. In the second quarter of 2013, the Company paid an additional $0.1 million pursuant to a provision for a “true up” of acquired working capital 120 days after the closing date. The Company incurred costs of $193,178 related to the acquisition. These costs were expensed as incurred in selling, general and administrative expenses.

The consolidated statements of operations include the operating results of API from the date of acquisition. The acquisition of API allows the Company to strengthen and expand its information technology consulting services. The assets acquired from API were assigned to the IT Staffing segment.The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows:

Accounts receivable	$	5,055,159
Property and equipment		18,330
Prepaid expenses and other assets		12,193
Intangible assets		11,668,000
Goodwill		61,703
Liabilities assumed		(2,615,385)
Total net assets acquired	$	14,200,000
Cash	$	10,500,000
Deferred payment to sellers		2,000,000
Issuance of equity units of Parent		500,000
Fair value of contingent consideration		1,200,000
Total fair value of consideration transferred for acquired business	$	14,200,000

The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of API had taken place on the first day of Fiscal 2012 would be as follows:

	Thirty-nine Weeks Ended
	September 23, 2012
	(dollars in thousands)
Revenue	$	79,292
Net income	$	535
Income per share:
Basic	$	0.13
Diluted	$	0.13

 During the thirty-nine week period ended September 29, 2013, the Company paid out $1.0 million in contingent consideration related to its acquisitions of Extrinsic LLC (November 2011) and JNA (December 2010). During the thirty-nine week period ended September 23, 2012, the Company paid out $0.1 million in contingent consideration related to its acquisition of JNA.

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INCENTIVE PLAN (Details) (Capital Unit, Class B [Member])	9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012
Capital Unit, Class B [Member]
Number of Units, Outstanding at Beginning of Period	3,472,488	181,010
Number of Units, Granted	0	2,541,478
Number of Units, Outstanding at End of Period	3,472,488	2,722,488

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CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 29, 2013	Dec. 30, 2012
Current assets
Accounts receivable (net of allowance for doubtful accounts of $244,010 and $214,012 at 2013 and 2012, respectively)	$ 24,988,919	$ 12,626,792
Prepaid expenses	1,585,713	551,983
Other current assets	310,292	211,718
Total current assets	26,884,924	13,390,493
Property and equipment, net	490,823	286,911
Other assets
Deposits	1,264,061	95,239
Deferred financing charges	439,952	278,171
Intangible assets, net	20,179,310	18,232,091
Goodwill	4,896,089	4,859,663
Total other assets	26,779,412	23,465,164
Total assets	54,155,159	37,142,568
Current liabilities
Long-term debt, current portion	2,378,333	2,378,333
Accrued interest	70,545	54,149
Accrued interest - related party	550,328	339,288
Accounts payable	5,616,282	2,246,360
Accrued expenses	4,167,844	3,364,347
Accrued management fees	43,750	43,750
Accrued payroll	849,372	397,236
Accrued workers’ compensation	1,149,424	610,114
Contingent consideration	2,350,000	1,850,000
Other current liabilities	701,598	576,188
Accrued taxes	46,455	57,895
Total current liabilities	17,923,931	11,917,660
Line of credit	12,100,000	5,900,000
Long-term debt, less current portion	2,972,917	4,756,667
Long-term debt - related party	14,517,991	9,483,209
Other long-term liabilities	3,828,454	3,329,691
Deferred tax liability	58,278	72,060
Total liabilities	51,401,571	35,459,287
Member’s equity	2,753,588	1,683,281
Total liabilities and member’s equity	$ 54,155,159	$ 37,142,568

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NATURE OF OPERATIONS

9 Months Ended

Sep. 29, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations [Text Block]

note 1 - NATURE OF OPERATIONS

LTN Staffing, LLC, a Delaware limited liability company whose sole member is LTN Acquisition, LLC (Parent), is a provider of temporary staffing services that operates, through its wholly-owned subsidiaries (collectively, the Company), within the United States of America in three industry segments: Light Industrial, Multi-family, and IT Staffing.

The Light Industrial segment provides temporary workers to manufacturing companies in Illinois and Wisconsin. The Company completed an acquisition on May 28, 2013, that expanded its Light Industrial operations into Texas, Mississippi, and Tennessee.

The Multifamily segment provides front office and maintenance personnel on a temporary basis to various apartment communities, mainly in Texas and expanding into other states, via property management companies responsible for the apartment communities’ day-to-day operations.

The IT Staffing segment provides skilled contract labor on a nationwide basis for IT implementation and maintenance projects.

The accompanying unaudited consolidated financial statements for the thirteen week and thirty-nine week periods ended September 29, 2013 and September 23, 2012, have been prepared by the Company in accordance with generally accepted accounting principles in the United States, pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. The Company has determined that there were no subsequent events that would require disclosure or adjustments to the accompanying consolidated financial statements through the date the financial statements were issued. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 30, 2012 included in the Company’s registration statement on Form S-1.

In connection with the Company’s filing with the Securities and Exchange Commission, the Company reorganized. The reorganization was completed with a merger of the Parent with and into the Company, with the Company continuing as the surviving entity. Immediately following this merger, the Company converted to a C corporation for federal income tax purposes.

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RELATED PARTY TRANSACTIONS (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012	Sep. 29, 2013	Sep. 23, 2012	Dec. 30, 2012
Interest Paid, Total			$ 1,258,804	$ 827,204
Due to Related Parties, Current	550,328		550,328		339,288
Management Fee Expense	43,750	43,750	131,250	131,250
Management Fee Payable	43,750		43,750		43,750
Investor [Member]
Interest Paid, Total	$ 354,897	$ 186,054	$ 739,325	$ 453,328

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 29, 2013
Customer lists [Member]
Finite-Lived Intangible Asset, Useful Life	5 years
Trade names [Member]
Finite-Lived Intangible Asset, Useful Life	5 years
Covenant not to compete [member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	5 years
Covenant not to compete [member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	3 years

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BUSINESS SEGMENTS (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012	Sep. 29, 2013	Sep. 23, 2012	Dec. 30, 2012
Revenue	$ 47,865,934	$ 20,632,662	$ 107,882,236	$ 55,837,883
Net Income (Loss)	1,417,893	(307,800)	1,096,685	(957,077)
Interest Expense, net	(1,131,102)	(534,989)	(2,635,657)	(1,631,308)
Depreciation	33,273	19,311	84,716	57,706
Amortization	1,185,558	1,527,312	3,297,781	3,053,524
Capital Expenditures	65,946	19,623	151,636	75,639
Total Assets	54,155,159		54,155,159		37,142,568
Light Industrial [Member]
Revenue	24,457,243	10,897,941	47,528,077	28,364,313
Net Income (Loss)	1,348,650	(219,410)	1,697,253	(168,864)
Depreciation	17,145	11,650	43,179	38,340
Amortization	179,650	1,084,054	266,617	1,723,749
Capital Expenditures	7,121	0	7,121	9,506
Total Assets	20,584,361		20,584,361		8,060,920
Multifamily [Member]
Revenue	7,892,331	5,900,290	17,548,439	13,748,227
Net Income (Loss)	1,105,443	1,026,088	2,472,336	2,639,865
Depreciation	6,393	847	15,004	10,090
Amortization	37,708	58,208	127,014	174,625
Capital Expenditures	14,737	18,872	36,769	22,450
Total Assets	6,781,635		6,781,635		4,292,286
IT Staffing [Member]
Revenue	15,516,360	3,834,431	42,805,720	13,725,343
Net Income (Loss)	767,455	50,220	1,493,035	1,420
Depreciation	3,050	204	7,045	611
Amortization	968,200	385,050	2,904,150	1,155,150
Capital Expenditures	1,485	0	40,255	0
Total Assets	25,685,406		25,685,406		24,320,191
Corporate [Member]
Net Income (Loss)	(672,553)	(629,709)	(1,930,282)	(1,798,190)
Depreciation	6,685	6,610	19,488	8,665
Amortization	0	0	0	0
Capital Expenditures	42,603	751	67,491	43,683
Total Assets	$ 1,103,757		$ 1,103,757		$ 469,171

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012	Sep. 29, 2013	Sep. 23, 2012	Dec. 30, 2012
Goodwill	$ 4,896,089		$ 4,896,089		$ 4,859,663
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	63,000	63,000	63,000	63,000
Light Industrial [Member]
Goodwill	3,516,543		3,516,543
Multifamily [Member]
Goodwill	1,073,755		1,073,755
Information Technology Staffing [Member]
Goodwill	$ 305,791		$ 305,791

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 29, 2013

Disclosure Text Block [Abstract]

Significant Accounting Policies [Text Block]

note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. 

Fiscal Year

The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 29, 2013, and include the thirteen weeks and thirty-nine weeks ended September 29, 2013 and September 23, 2012.

Accounts Receivable

The Company extends credit to its customers in the normal course of business. Accounts receivable represent unpaid balances due from customers. The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual customers and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received.

Intangible Assets

The Company does not hold any intangible assets with indefinite lives, with the exception of the InStaff trade name which is currently being evaluated as part of the purchase price accounting. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, based on a pattern in which the economic benefit of the respective intangible asset is realized, as shown in the following table:

	Years
Customer lists	5
Trade names	5
Covenant not to compete	3-5

Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized asset fair values including the identifiable intangible asset values.

The Company evaluates the recoverability of finite intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company determined that there were no impairment indicators for these assets in 2012.

The Company annually evaluates the remaining useful lives of the above intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.

Goodwill

Goodwill is not amortized, but instead is measured at the reporting unit level for impairment annually, or more frequently if conditions indicate an earlier review is necessary. The Company has allocated $3,516,543, $1,073,755, and $305,791 of total goodwill to its three separate reporting units: Light Industrial, Multifamily and IT Staffing, respectively. The fair value of the reporting unit is first compared to the respective reporting unit’s carrying value. The fair value of the reporting unit is determined based on discounted cash flow projections. If the estimated fair value of the reporting unit is less than the carrying value, an indication of goodwill impairment exists. If an indication of impairment exists, the Company would then determine the implied fair value of the reporting unit’s goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment loss would be recorded and goodwill would be written down to its implied fair value. Based on its annual testing, the Company has determined that there was no goodwill impairment in 2012. There were no events or changes in circumstances during the thirty-nine weeks ended September 29, 2013 that caused the Company to perform on interim impairment assessment.

Revenue Recognition

The Company provides temporary staffing solutions. The Company and its clients enter into agreements that outline the general terms and conditions of the staffing arrangement. Revenue is recognized as services are performed and associated costs have been incurred. Revenues include reimbursements of travel and out-of-pocket expenses with the equivalent amounts of expense recorded in cost of services. The Company considers revenue to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectibility is reasonably assured.

Management Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements

The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The estimated fair value by hierarchy level, as described below, of all debt at September 29, 2013 and December 30, 2012 approximated the carrying values. These fair values were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimates are not necessarily indicative of the amounts that would be realized in a current market exchange.

Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities.  Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. The Company’s put option liability is considered a Level 2 instrument with fair values estimated based on the fair market value of the Company’s common stock using the market value approach. Level 3 measurements include significant unobservable inputs.

The fair value is reviewed on a quarterly basis based on most recent financial performance of the most recent fiscal quarter. An analysis is performed at the end of each fiscal quarter to compare actual results to forecasted financial performance. If performance has deviated from projected levels, the valuation is updated for the latest information available.

Pro Forma Earnings (Loss) Per Share

Pro forma earnings (loss) per share has been calculated as if the Company were a C corporation for federal income tax purposes. Pro forma earnings (loss) per share is calculated using the weighted average shares outstanding. The weighted average shares outstanding used in the calculation of pro forma diluted earnings (loss) per share includes the dilutive effect of common stock equivalents to purchase common shares using the treasury stock method. The calculation of pro forma earnings (loss) per share was calculated as follows:

	Thirteen Weeks Ended				Thirty-nine  Weeks Ended
	September 29, 2013		September 23, 2012		September 29, 2013		September 23, 2012
Income (loss) before taxes	$	1,441,034	$	(299,119)	$	1,125,635	$	(931,034)
Pro forma income tax expense (benefit)		599,922		(86,745)		519,959		(352,329)
Pro forma net income (loss)	$	841,112	$	(212,374)	$	605,676	$	(578,705)
Shares:
Basic weighted average shares		5,419,642		4,026,309		5,419,642		4,008,145
Dilutive effect of potential common shares		299,620		-		242,741		-
Diluted weighted average shares		5,719,262		4,026,309		5,662,383		4,008,145
Pro forma basic earnings (loss) per share	$	0.16	$	(0.05)	$	0.11	$	(0.14)
Pro forma diluted earnings (loss) per share	$	0.15	$	(0.05)	$	0.11	$	(0.14)

For the thirteen weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. For the thirty-nine weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. As a result, the assumed shares under the treasury stock method have been excluded from the calculation of diluted earnings (loss) per share.

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CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Sep. 29, 2013	Dec. 30, 2012
Allowance for Doubtful Accounts Receivable, Current	$ 244,010	$ 214,012

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 29, 2013

Disclosure Text Block [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation.

Fiscal Period, Policy [Policy Text Block]

Fiscal Year

The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 29, 2013, and include the thirteen weeks and thirty-nine weeks ended September 29, 2013 and September 23, 2012.

Receivables, Policy [Policy Text Block]

Accounts Receivable

The Company extends credit to its customers in the normal course of business. Accounts receivable represent unpaid balances due from customers. The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual customers and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets

The Company does not hold any intangible assets with indefinite lives, with the exception of the InStaff trade name which is currently being evaluated as part of the purchase price accounting. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, based on a pattern in which the economic benefit of the respective intangible asset is realized, as shown in the following table:

	Years
Customer lists	5
Trade names	5
Covenant not to compete	3-5

Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized asset fair values including the identifiable intangible asset values.

The Company evaluates the recoverability of finite intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company determined that there were no impairment indicators for these assets in 2012.

The Company annually evaluates the remaining useful lives of the above intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Goodwill is not amortized, but instead is measured at the reporting unit level for impairment annually, or more frequently if conditions indicate an earlier review is necessary. The Company has allocated $3,516,543, $1,073,755, and $305,791 of total goodwill to its three separate reporting units: Light Industrial, Multifamily and IT Staffing, respectively. The fair value of the reporting unit is first compared to the respective reporting unit’s carrying value. The fair value of the reporting unit is determined based on discounted cash flow projections. If the estimated fair value of the reporting unit is less than the carrying value, an indication of goodwill impairment exists. If an indication of impairment exists, the Company would then determine the implied fair value of the reporting unit’s goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment loss would be recorded and goodwill would be written down to its implied fair value. Based on its annual testing, the Company has determined that there was no goodwill impairment in 2012. There were no events or changes in circumstances during the thirty-nine weeks ended September 29, 2013 that caused the Company to perform on interim impairment assessment.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

The Company provides temporary staffing solutions. The Company and its clients enter into agreements that outline the general terms and conditions of the staffing arrangement. Revenue is recognized as services are performed and associated costs have been incurred. Revenues include reimbursements of travel and out-of-pocket expenses with the equivalent amounts of expense recorded in cost of services. The Company considers revenue to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectibility is reasonably assured.

Use of Estimates, Policy [Policy Text Block]

Management Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The estimated fair value by hierarchy level, as described below, of all debt at September 29, 2013 and December 30, 2012 approximated the carrying values. These fair values were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimates are not necessarily indicative of the amounts that would be realized in a current market exchange.

Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities.  Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. The Company’s put option liability is considered a Level 2 instrument with fair values estimated based on the fair market value of the Company’s common stock using the market value approach. Level 3 measurements include significant unobservable inputs.

The fair value is reviewed on a quarterly basis based on most recent financial performance of the most recent fiscal quarter. An analysis is performed at the end of each fiscal quarter to compare actual results to forecasted financial performance. If performance has deviated from projected levels, the valuation is updated for the latest information available.

Earnings Per Share, Policy [Policy Text Block]

Pro Forma Earnings (Loss) Per Share

Pro forma earnings (loss) per share has been calculated as if the Company were a C corporation for federal income tax purposes. Pro forma earnings (loss) per share is calculated using the weighted average shares outstanding. The weighted average shares outstanding used in the calculation of pro forma diluted earnings (loss) per share includes the dilutive effect of common stock equivalents to purchase common shares using the treasury stock method. The calculation of pro forma earnings (loss) per share was calculated as follows:

	Thirteen Weeks Ended				Thirty-nine  Weeks Ended
	September 29, 2013		September 23, 2012		September 29, 2013		September 23, 2012
Income (loss) before taxes	$	1,441,034	$	(299,119)	$	1,125,635	$	(931,034)
Pro forma income tax expense (benefit)		599,922		(86,745)		519,959		(352,329)
Pro forma net income (loss)	$	841,112	$	(212,374)	$	605,676	$	(578,705)
Shares:
Basic weighted average shares		5,419,642		4,026,309		5,419,642		4,008,145
Dilutive effect of potential common shares		299,620		-		242,741		-
Diluted weighted average shares		5,719,262		4,026,309		5,662,383		4,008,145
Pro forma basic earnings (loss) per share	$	0.16	$	(0.05)	$	0.11	$	(0.14)
Pro forma diluted earnings (loss) per share	$	0.15	$	(0.05)	$	0.11	$	(0.14)

For the thirteen weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. For the thirty-nine weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. As a result, the assumed shares under the treasury stock method have been excluded from the calculation of diluted earnings (loss) per share.

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Document And Entity Information	9 Months Ended
	Sep. 29, 2013	Dec. 20, 2013
Document Information [Line Items]
Entity Registrant Name	BG Staffing, Inc.
Entity Central Index Key	0001474903
Current Fiscal Year End Date	--12-29
Entity Filer Category	Non-accelerated Filer
Trading Symbol	CK0001474903
Entity Common Stock, Shares Outstanding		5,598,847
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 29, 2013
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 29, 2013

Disclosure Text Block [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The calculation of pro forma earnings (loss) per share was calculated as follows:

	Thirteen Weeks Ended				Thirty-nine  Weeks Ended
	September 29, 2013		September 23, 2012		September 29, 2013		September 23, 2012
Income (loss) before taxes	$	1,441,034	$	(299,119)	$	1,125,635	$	(931,034)
Pro forma income tax expense (benefit)		599,922		(86,745)		519,959		(352,329)
Pro forma net income (loss)	$	841,112	$	(212,374)	$	605,676	$	(578,705)
Shares:
Basic weighted average shares		5,419,642		4,026,309		5,419,642		4,008,145
Dilutive effect of potential common shares		299,620		-		242,741		-
Diluted weighted average shares		5,719,262		4,026,309		5,662,383		4,008,145
Pro forma basic earnings (loss) per share	$	0.16	$	(0.05)	$	0.11	$	(0.14)
Pro forma diluted earnings (loss) per share	$	0.15	$	(0.05)	$	0.11	$	(0.14)

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012	Sep. 29, 2013	Sep. 23, 2012
Revenues	$ 47,865,934	$ 20,632,662	$ 107,882,236	$ 55,837,883
Cost of services	38,793,121	16,287,188	87,312,310	44,338,489
Gross profit	9,072,813	4,345,474	20,569,926	11,499,394
Selling, general and administrative expenses	5,281,846	2,562,981	13,426,137	7,687,890
Depreciation and amortization	1,218,831	1,546,623	3,382,497	3,111,230
Operating income	2,572,136	235,870	3,761,292	700,274
Interest expense, net	448,549	200,825	1,165,049	650,820
Interest expense, net - related party	682,553	334,164	1,470,608	980,488
Income (loss) before income taxes	1,441,034	(299,119)	1,125,635	(931,034)
Income tax expense	23,141	8,681	28,950	26,043
Net income (loss)	1,417,893	(307,800)	1,096,685	(957,077)
Pro forma C corporation data:
Income (loss) before taxes	1,441,034	(299,119)	1,125,635	(931,034)
Pro forma income tax expense (benefit)	599,922	(86,745)	519,959	(352,329)
Pro forma income (loss)	$ 841,112	$ (212,374)	$ 605,676	$ (578,705)
Pro forma income (loss) per share:
Basic (in dollar per share)	$ 0.16	$ (0.05)	$ 0.11	$ (0.14)
Diluted (in dollar per share)	$ 0.15	$ (0.05)	$ 0.11	$ (0.14)

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 29, 2013

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 7 - Related Party Transactions

Through ownership of the Parent, the Company is affiliated with multiple investors. Interest payments totaling $354,897 and $186,054 were made to these investors during the thirteen week periods ended September 29, 2013, and September 23, 2012, respectively. Interest payments totaling $739,325 and $453,328 were made to these investors during the thirty-nine week periods ended September 29, 2013 and September 23, 2012, respectively. Accrued interest of $550,328 and $339,288 was due to these investors as of September 29, 2013 and December 30, 2012, respectively.

Until November 3, 2013, the Company was under a Management Services Agreement with a firm associated with one of the aforementioned investors. The Company paid $43,750 and $43,750 in management fees during the thirteen week periods ended September 29, 2013 and September 23, 2012, respectively. The Company paid $131,250 and $131,250 in management fees during the thirty-nine week periods ended September 29, 2013 and September 23, 2012, respectively. Accrued management fees owed under this agreement were $43,750 as of both September 29, 2013 and December 30, 2012.

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EMPLOYEE BENEFIT PLAN

9 Months Ended

Sep. 29, 2013

Compensation and Retirement Disclosure [Abstract]

Compensation and Employee Benefit Plans [Text Block]

note 6- Employee benefit plan

The Company provides a defined contribution plan (the 401(k) Plan) for the benefit of its eligible full-time employees. The 401(k) Plan allows employees to make contributions subject to applicable statutory limitations. The Company matches employee contributions 100% up to the first 3% and 50% of the next 2% of an employee’s compensation. The Company contributed $39,299 and $8,435 to the 401(k) Plan in the thirteen week periods ended September 29, 2013 and September 23, 2012, respectively. The Company contributed $112,233 and $31,279 to the 401(k) Plan in the thirty-nine week periods ended September 29, 2013 and September 23, 2012, respectively.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012	Sep. 29, 2013	Sep. 23, 2012
Income (loss) before taxes	$ 1,441,034	$ (299,119)	$ 1,125,635	$ (931,034)
Pro forma income tax expense (benefit)	599,922	(86,745)	519,959	(352,329)
Pro forma net income (loss)	$ 841,112	$ (212,374)	$ 605,676	$ (578,705)
Shares:
Basic weighted average shares (in shares)	5,419,642	4,026,309	5,419,642	4,008,145
Dilutive effect of potential common shares (in shares)	299,620	0	242,741	0
Diluted weighted average shares (in shares)	5,719,262	4,026,309	5,662,383	4,008,145
Pro forma basic earnings (loss) per share (in dollar per share)	$ 0.16	$ (0.05)	$ 0.11	$ (0.14)
Pro forma diluted earnings (loss) per share (in dollar per share)	$ 0.15	$ (0.05)	$ 0.11	$ (0.14)

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ACQUISITIONS (Tables)

9 Months Ended

Sep. 29, 2013

InStaff Holding Corporation [Member]

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows:

Accounts receivable	$	4,447,763
Property and equipment		136,993
Prepaid expenses and other current assets		790,715
Deposits and other assets		909,756
Intangible assets		5,250,000
Goodwill		67,637
Liabilities assumed		(1,802,864)
Total net assets acquired	$	9,800,000
Cash	$	9,000,000
Fair value of contingent consideration		800,000
Total fair value of consideration transferred for acquired business	$	9,800,000

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

 The preliminary allocation of the intangible assets is as follows:

	Estimated Fair Value		Estimated Useful Lives
Covenants not to compete	$	500,000	5 years
Trade name	$	2,000,000	Indefinite
Customer list	$	2,750,000	5 years
Total	$	5,250,000

Business Acquisition, Pro Forma Information [Table Text Block]

The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of InStaff had taken place on the first day of Fiscal 2012 would be as follows:

	Thirty-nine Weeks Ended
	September 29, 2013		September 23, 2012
	(dollars in thousands)
Revenue	$	128,806	$	94,139
Net income (loss)	$	1,016	$	(683)
Income (loss) per share:
Basic	$	0.19	$	(0.17)
Diluted	$	0.18	$	(0.17)

American Partners, Inc. [Member]

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows:

Accounts receivable	$	5,055,159
Property and equipment		18,330
Prepaid expenses and other assets		12,193
Intangible assets		11,668,000
Goodwill		61,703
Liabilities assumed		(2,615,385)
Total net assets acquired	$	14,200,000
Cash	$	10,500,000
Deferred payment to sellers		2,000,000
Issuance of equity units of Parent		500,000
Fair value of contingent consideration		1,200,000
Total fair value of consideration transferred for acquired business	$	14,200,000

Business Acquisition, Pro Forma Information [Table Text Block]

The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of API had taken place on the first day of Fiscal 2012 would be as follows:

	Thirty-nine Weeks Ended
	September 23, 2012
	(dollars in thousands)
Revenue	$	79,292
Net income	$	535
Income per share:
Basic	$	0.13
Diluted	$	0.13

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PRO FORMA C CORPORATION DATA

9 Months Ended

Sep. 29, 2013

Business Acquisition, Pro Forma Information [Abstract]

Business Acquisition, Pro Forma Information, Disclosure [Text Block]

NOTE 10 – Pro forma c CORPORATION data

In connection with the Company’s planned filing with the Securities and Exchange Commission, the Company will reorganize. The reorganization will be completed with a merger of the Parent with and into the Company, with the Company continuing as the surviving entity. Immediately following this merger, the Company will convert to a C corporation for federal income tax purposes. If the conversion would have taken place on September 29, 2013, the Company would have established net current deferred tax assets of approximately $383,000 and net long-term deferred tax assets of approximately $7,537,000. The pro forma C corporation data for the thirteen week and thirty-nine week periods ended September 29, 2013 and September 23, 2012, are based on the historical consolidated statements of operations and give effect to pro forma taxes as if the Company were a C corporation for the entire duration of all periods presented.

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CONTINGENCIES

9 Months Ended

Sep. 29, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 8 - Contingencies

The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. While uncertainties are inherent in the final outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations or cash flow.

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BUSINESS SEGMENTS

9 Months Ended

Sep. 29, 2013

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

NOTE 9 - business segments

The Company operates within three industry segments: Light Industrial, Multi-family and IT Staffing. The Light Industrial segment provides temporary workers to manufacturing companies in Illinois and Wisconsin. The Multi-family segment provides front office and maintenance personnel on a temporary basis to various apartment communities, mainly in Texas, via property management companies responsible for the apartment communities’ day to day operations. The IT Staffing segment provides skilled contract labor on a nationwide basis for IT implementations and maintenance projects. The Company provides services to customers within the United States of America.

Segment profit (loss) includes all revenue and cost of services and selling expenses and excludes all general and administrative (corporate) expenses. Included in corporate are general corporate expenses. Income taxes are only attributable to the Multi-family segment, as it is the only taxable entity. Assets of corporate include unallocated prepaid expenses, deferred tax assets, and other assets.

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 29, 2013		September 23, 2012		September 29, 2013		September 23, 2012
Revenue:
Light Industrial	$	24,457,243	$	10,897,941	$	47,528,077	$	28,364,313
Multifamily		7,892,331		5,900,290		17,548,439		13,748,227
IT Staffing		15,516,360		3,834,431		42,805,720		13,725,343
Total	$	47,865,934	$	20,632,662	$	107,882,236	$	55,837,883
Net Income (Loss):
Light Industrial	$	1,348,650	$	(219,410)	$	1,697,253	$	(168,864)
Multifamily		1,105,443		1,026,088		2,472,336		2,639,865
IT Staffing		767,455		50,220		1,493,035		1,420
Corporate		(672,553)		(629,709)		(1,930,282)		(1,798,190)
Interest Expense, net		(1,131,102)		(534,989)		(2,635,657)		(1,631,308)
Total	$	1,417,893	$	(307,800)	$	1,096,685	$	(957,077)
Depreciation:
Light Industrial	$	17,145	$	11,650	$	43,179	$	38,340
Multifamily		6,393		847		15,004		10,090
IT Staffing		3,050		204		7,045		611
Corporate		6,685		6,610		19,488		8,665
Total	$	33,273	$	19,311	$	84,716	$	57,706
Amortization:
Light Industrial	$	179,650	$	1,084,054	$	266,617	$	1,723,749
Multifamily		37,708		58,208		127,014		174,625
IT Staffing		968,200		385,050		2,904,150		1,155,150
Corporate		-		-		-		-
Total	$	1,185,558	$	1,527,312	$	3,297,781	$	3,053,524
Capital Expenditures:
Light Industrial	$	7,121	$	-	$	7,121	$	9,506
Multifamily		14,737		18,872		36,769		22,450
IT Staffing		1,485		-		40,255		-
Corporate		42,603		751		67,491		43,683
Total	$	65,946	$	19,623	$	151,636	$	75,639

	September 29, 2013		December 30, 2012
Total Assets:
Light Industrial	$	20,584,361	$	8,060,920
Multi-family		6,781,635		4,292,286
IT Staffing		25,685,406		24,320,191
Corporate		1,103,757		469,171
Total	$	54,155,159	$	37,142,568

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 29, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 11 - Subsequent Events

 On October11, 2013, the Company modified the $3,000,000 contingent consideration agreement related to the November 2011 Extrinsic acquisition. The new agreement reduced the contingent consideration to $2,850,000 by reducing the final third-year payment in exchange for accelerated payments. The Company will record an additional $297,000 in interest expense to adjust the contingent consideration liability during Q4 2013.

On November 3, 2013, the Company converted to a C corporation. Prior to the reorganization into a Delaware corporation, the Company was treated as a partnership for federal income tax purposes except for two subsidiaries, which were and are taxed as C corporations.

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EMPLOYEE BENEFIT PLAN (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012	Sep. 29, 2013	Sep. 23, 2012
Defined Contribution Plan, Cost Recognized	$ 39,299	$ 8,435	$ 112,233	$ 31,279
First 3% Employee Compensation [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match			100.00%
Next 2% Employee Compensation [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match			50.00%

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BUSINESS SEGMENTS (Tables)

9 Months Ended

Sep. 29, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 29, 2013		September 23, 2012		September 29, 2013		September 23, 2012
Revenue:
Light Industrial	$	24,457,243	$	10,897,941	$	47,528,077	$	28,364,313
Multifamily		7,892,331		5,900,290		17,548,439		13,748,227
IT Staffing		15,516,360		3,834,431		42,805,720		13,725,343
Total	$	47,865,934	$	20,632,662	$	107,882,236	$	55,837,883
Net Income (Loss):
Light Industrial	$	1,348,650	$	(219,410)	$	1,697,253	$	(168,864)
Multifamily		1,105,443		1,026,088		2,472,336		2,639,865
IT Staffing		767,455		50,220		1,493,035		1,420
Corporate		(672,553)		(629,709)		(1,930,282)		(1,798,190)
Interest Expense, net		(1,131,102)		(534,989)		(2,635,657)		(1,631,308)
Total	$	1,417,893	$	(307,800)	$	1,096,685	$	(957,077)
Depreciation:
Light Industrial	$	17,145	$	11,650	$	43,179	$	38,340
Multifamily		6,393		847		15,004		10,090
IT Staffing		3,050		204		7,045		611
Corporate		6,685		6,610		19,488		8,665
Total	$	33,273	$	19,311	$	84,716	$	57,706
Amortization:
Light Industrial	$	179,650	$	1,084,054	$	266,617	$	1,723,749
Multifamily		37,708		58,208		127,014		174,625
IT Staffing		968,200		385,050		2,904,150		1,155,150
Corporate		-		-		-		-
Total	$	1,185,558	$	1,527,312	$	3,297,781	$	3,053,524
Capital Expenditures:
Light Industrial	$	7,121	$	-	$	7,121	$	9,506
Multifamily		14,737		18,872		36,769		22,450
IT Staffing		1,485		-		40,255		-
Corporate		42,603		751		67,491		43,683
Total	$	65,946	$	19,623	$	151,636	$	75,639

	September 29, 2013		December 30, 2012
Total Assets:
Light Industrial	$	20,584,361	$	8,060,920
Multi-family		6,781,635		4,292,286
IT Staffing		25,685,406		24,320,191
Corporate		1,103,757		469,171
Total	$	54,155,159	$	37,142,568

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ACQUISITIONS (Details 1) (InStaff Holding Corporation [Member], USD $)	9 Months Ended
	Sep. 29, 2013
Total	$ 5,250,000
Covenant not to compete [Member]
Finite-lived Intangible Assets Acquired	500,000
Finite-Lived Intangible Asset, Useful Life	5 years
Trade names [Member]
Indefinite-lived Intangible Assets Acquired	2,000,000
Customer Lists [Member]
Finite-lived Intangible Assets Acquired	$ 2,750,000
Finite-Lived Intangible Asset, Useful Life	5 years

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012
Cash flows from operating activities
Net income (loss)	$ 1,096,685	$ (957,077)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	3,382,497	3,111,230
Amortization of deferred financing costs	160,157	61,056
Amortization of debt discounts	161,934	0
Loss on disposal of property and equipment	0	12,466
Deferred income taxes	(13,782)	25,837
Net changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(7,936,346)	(1,739,974)
Prepaid expenses	(341,588)	130,071
Deposits	(259,066)	(31,423)
Accrued interest	352,200	322,802
Accrued interest - related party	211,040	187,164
Accounts payable	3,369,923	(717,600)
Change in fair value of contingent consideration	397,226	138,591
Accrued expenses	200,856	249,709
Accrued management fees	0	43,750
Accrued payroll	(312,778)	312,587
Accrued workers’ compensation	104,001	21,906
Other current liabilities	125,410	0
Accrued taxes	(11,440)	(29,795)
Net cash provided by operating activities	686,929	1,141,300
Cash flows from investing activities
Business acquired, net of cash received	(9,114,387)	(100,081)
Capital expenditures	(151,636)	(75,639)
Proceeds from sale of property and equipment	0	8,100
Contingent consideration paid	(1,051,679)	(364,402)
Net cash used in investing activities	(10,317,702)	(532,022)
Cash flows from financing activities
Net borrowings under line of credit	6,200,000	600,000
Proceeds from issuance of long-term debt	6,000,000	0
Principal payments on long-term debt	(2,220,912)	(1,205,000)
Distribution to members	(26,378)	(4,278)
Deferred financing costs	(321,937)	0
Net cash provided by (used in) financing activities	9,630,773	(609,278)
Net change in cash	0	0
Cash, beginning of period	0	0
Cash, end of period	0	0
Supplemental cash flow information:
Cash paid for interest	1,258,804	827,204
Cash paid for taxes, net of refunds	32,886	30,000
Non-cash transactions:
Put options liability on detachable warrants	$ 1,036,633	$ 0

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INCENTIVE PLAN

9 Months Ended

Sep. 29, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 5 – Incentive plan

The Company is 100% owned by its Parent, who is the sole member.

Incentive Plan

Effective December 15, 2008, the Parent adopted an ownership incentive plan (the Plan). The Plan permits the issuance of Class B Units of the Parent (Units) to the officers, directors, employees, consultants and advisors of the Company.

The Board of Managers of the Parent has the authority to determine the participants to whom Units shall be awarded, the price and number of Units to be awarded to each participant, the aggregate number of Units to be awarded, and any restrictions to be placed on the Units. Units issued under this plan vest based on specific restricted unit award agreements over a maximum of three years. Units that are not vested terminate upon discontinuation of employment.

The Units are intended to be profits interests of the Parent and the Company, which is the only operating company within the Parent. Thus, holders of the Units will only participate in profits/distributions that are generated by the Company after the grant date. The fair value of each Unit granted is estimated on the date of the grant utilizing a market approach, by applying multiples (which are based on the Company’s recent mergers and acquisitions) to projected annual results of the Company and performing an allocation to the Units according to the Parent’s Amended and Restated Limited Liability Company Agreement (which dictates the participation rights of the Units in any type of transaction or event). As the allocation resulted in no remaining distributions available for the Class B Units (after the payment of debt obligations and distributions to the Class A Units), the Company determined that the Units had no value at the date of the grant, and therefore, the Company did not recognize compensation expense for Units granted during the thirty-nine week periods ended September 29, 2013 and September 23, 2012.

A summary of the Units issued by the Parent is presented as follows:

	Number
	of Units
Outstanding as of December 25, 2011	181,010
Granted at $0.58 per Unit	2,541,478
Outstanding as of September 23, 2012	2,722,488
Outstanding as of December 30, 2012	3,472,488
Granted	-
Outstanding as of September 29, 2013	3,472,488

There were zero and 317,685 Units not vested at September 29, 2013 and September 23, 2012, respectively.

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ACQUISITIONS (Details 2) (InStaff Holding Corporation [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 29, 2013	Sep. 23, 2012
InStaff Holding Corporation [Member]
Revenue	$ 128,806	$ 94,139
Net income (loss)	$ 1,016	$ (683)
Income (loss) per share:
Basic (in dollar per share)	$ 0.19	$ (0.17)
Diluted (in dollar per share)	$ 0.18	$ (0.17)

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SUBSEQUENT EVENTS (Details Textual) (Extrinsic LLC [Member], USD $)		9 Months Ended
	Nov. 30, 2011	Sep. 29, 2013 Subsequent Event [Member]
Subsequent Event, Date		Oct. 11, 2013
Business Acquisition Contingent Consideration Cash Payment	$ 3,000,000	$ 2,850,000
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability		$ 297,000

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INCENTIVE PLAN (Tables)

9 Months Ended

Sep. 29, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

A summary of the Units issued by the Parent is presented as follows:

	Number
	of Units
Outstanding as of December 25, 2011	181,010
Granted at $0.58 per Unit	2,541,478
Outstanding as of September 23, 2012	2,722,488
Outstanding as of December 30, 2012	3,472,488
Granted	-
Outstanding as of September 29, 2013	3,472,488