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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR
o Form N-CSR
   
  For Period Ended: December 26, 2008
   
  o Transition Report on Form 10-K
  o Transition Report on Form 20-F
  o Transition Report on Form 11-K
  o Transition Report on Form 10-Q
  o Transition Report on Form N-SAR
   
 
For the Transition Period Ended: ________________________
 
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
______________________________________________________________________________

PART I -- REGISTRANT INFORMATION

Command Center, Inc.
Full name of registrant:

Former name if applicable:

3773 W. 5th Avenue
Address of principal executive office (Street and number):

Post Falls, ID 83854
City, state and zip code


PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
x
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
     
 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III -- NARRATIVE
 
We are in ongoing discussions with our auditors, DeCoria Maichel and Teague regarding audit matters including a non-cash charge for impairment of goodwill.  For the fiscal year ended December 26, 2009, we are required to estimate whether an impairment of goodwill is appropriate and the amount of such impairment.  The uncertainties caused by the current economic recession complicated the analysis of expected future results.  As a result, we are not able to timely file the Form 10-K.  We continue to work with our auditors on the estimate of goodwill impairment and anticipate the filing of the Form 10-K on or about April 8, 2009.
 
PART IV -- OTHER INFORMATION
 
Change in Results of Operations – For the fifty-two week period ended December 26, 2008, the Company expects to report a non-cash impairment of goodwill in the amount of $11.8 million, subject to further review of our auditors.  This impairment resulted primarily from a decline in the estimated fair value of the assets we acquired from our franchisees. Estimated fair value of the assets was impacted by the lower than expected operating performance of the on-demand labor stores in 2008 and the current recession which has significantly impacted our business.  Aggregate loss for the period, including the impairment of goodwill, is expected to be $17.6 million.  The aggregate loss in the fifty week period ended December 28, 2007 was $26.0 million, including a non-cash impairment charge of $18.3 million.
 
(1) Name and telephone number of person to contact in regard to this notification
 
  Brad E. Herr, CFO  
(208)
   773-7450, ext. 4114
  (Name)  
(Area Code)
   (Telephone Number)
 
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
   
 
x Yes o No
   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
   
 
x Yes o No
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 
Command Center, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

     
Date: March 26, 2009 By:   /s/ Brad E. Herr, CFO

 
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 
GENERAL INSTRUCTIONS
 
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
 
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
 
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
 
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
 
5. Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).