BT Brands (BTBD) S-1/A 29 Oct 21 IPO registration (amended) Financial data

Cover

Cover	6 Months Ended
	Jul. 04, 2021
Cover [Abstract]
Entity Registrant Name	BT BRANDS, INC.
Entity Central Index Key	0001718224
Document Type	S-1/A
Amendment Flag	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Amendment Description	Amendment
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	91-1495764
Entity Address Address Line 1	405 Main Avenue West
Entity Address Address Line 2	Suite 2D
Entity Address City Or Town	West Fargo
Entity Address State Or Province	ND
Entity Address Postal Zip Code	58078
City Area Code	701
Local Phone Number	277-0080

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jul. 04, 2021	Jan. 03, 2021	Dec. 29, 2019
CURRENT ASSETS
Cash	$ 1,720,917	$ 1,321,244	$ 258,101
Receivables	31,751	19,030	15,363
Inventory	70,489	60,576	56,432
Prepaid expenses and other current assets	20,429	5,348	6,928
Total current assets	1,843,586	1,406,198	336,824
PROPERTY AND EQUIPMENT, net	1,587,200	1,632,457	1,650,012
LAND AND BUILDINGS HELD FOR SALE	258,751	258,751	449,244
INVESTMENT IN RELATED COMPANY	75,000	75,000	179,000
OTHER ASSETS, net	15,625	16,759	18,459
Total assets	3,780,162	3,389,165	2,633,539
CURRENT LIABILITIES
Current maturities of long-term debt	174,350	245,306	277,666
Accounts payable	398,301	270,487	321,855
Accrued expenses	259,660	420,734	206,400
Income taxes payable	112,972	97,978	2,898
Total current liabilities	945,283	1,034,505	808,819
LONG-TERM DEBT, less current maturities	3,043,762	2,938,983	3,221,035
DEFERRED INCOME TAXES	146,000	118,000	98,000
Total liabilities	4,135,045	4,091,488	4,127,854
SHAREHOLDERS' DEFICIT
Preferred stock, $.001 par value, 2,000,000 shares authorized, no shares outstanding at July 4, 2021 and January 3, 2021	0	0
Common stock, $.002 par value, 50,000,000 authorized, 4,047,502 shares outstanding at July 4, 2021 and January 3, 2021	8,095	8,095	8,095
Additional paid-in capital	497,671	497,671	497,671
Accumulated deficit	(860,649)	(1,208,089)	(2,000,081)
Total shareholders' deficit	(354,883)	(702,323)	(1,396,315)
Total liabilities and shareholders' deficit	$ 3,780,162	$ 3,389,165	$ 2,633,539

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jul. 04, 2021	Jan. 03, 2021	Dec. 29, 2019
SHAREHOLDERS' DEFICIT
Preferred stock, shares par value	$ 0.001	$ 1	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000	2,000,000
Preferred stock, shares outstanding	0	0	0
Common stock, shares par value	$ 2	$ 0.002	$ 0.002
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common stock, shares outstanding	4,047,502	4,047,502	4,047,502

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 04, 2021	Jun. 28, 2020	Jul. 04, 2021	Jun. 28, 2020	Jan. 03, 2021	Dec. 29, 2019
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
SALES	$ 2,382,683	$ 2,396,338	$ 4,323,555	$ 3,699,768	$ 8,159,796	$ 6,480,564
Restaurant operating expenses
Food and paper costs	908,760	895,892	1,636,053	1,435,992	3,090,816	2,574,388
Labor costs	621,227	610,698	1,186,719	1,094,007	2,335,949	2,140,157
Occupancy costs	167,106	171,445	303,654	334,033	709,704	718,905
Other operating expenses	128,872	105,100	252,081	191,274	426,553	353,502
Depreciation and amortization	58,558	46,100	113,394	90,920	189,389	212,787
Impairment of assets held for sale	0	100,000	0	100,000	90,493	93,488
Impairment of goodwill					0	200,000
General and administrative	115,644	116,947	220,982	183,163	687,524	560,885
Total costs and expenses	2,000,167	2,046,182	3,712,883	3,429,389	7,630,428	6,854,112
Income from operations	382,516	350,156	610,672	270,379	529,368	(373,548)
INTEREST EXPENSE	(89,661)	(54,692)	(128,232)	(91,159)	(177,757)	(207,841)
INTEREST INCOME	0	64,200	0	64,200	103,623	4,402
OTHER INCOME	0	466,758	0	466,758	466,758	8,410
INCOME BEFORE TAXES	297,516	826,422	482,440	710,178	921,992	(568,577)
PROVISION FOR INCOME TAXES	(85,000)	(149,000)	(135,000)	(149,000)	(130,000)	102,000
NET INCOME	$ 212,516	$ 677,422	$ 347,440	$ 561,178	$ 791,922	$ (466,577)
NET INCOME PER COMMON SHARE -
Basic and Diluted	$ 0.05	$ 0.17	$ 0.09	$ 0.14	$ 0.20	$ (0.12)
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTING PER COMMON SHARE AMOUNTS
Basic and Diluted	4,047,502	4,047,502	4,047,502	4,047,502	4,047,502	4,043,989

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated (Deficit)
Balance, shares at Dec. 31, 2018		4,043,002
Balance, amount at Dec. 31, 2018	$ (1,041,238)	$ 8,086	$ 484,180	$ (1,533,504)
Net (loss)	(466,577)			(466,577)
Issuance of 4,500 Shares at Private Placement Value of $3.00, shares		4,500
Issuance of 4,500 Shares at Private Placement Value of $3.00, amount	13,500	$ 9	13,491
Balance, shares at Dec. 29, 2019		4,047,502
Balance, amount at Dec. 29, 2019	(1,396,315)	$ 8,095	497,671	(1,902,081)
Net (loss)	561,178	$ 0	0	561,178
Balance, shares at Jun. 28, 2020		4,047,502
Balance, amount at Jun. 28, 2020	(835,137)	$ 8,095	497,671	(1,340,903)
Balance, shares at Dec. 29, 2019		4,047,502
Balance, amount at Dec. 29, 2019	(1,396,315)	$ 8,095	497,671	(1,902,081)
Net (loss)	791,922			791,992
Balance, shares at Jan. 03, 2021		4,047,502
Balance, amount at Jan. 03, 2021	(702,323)	$ 8,095	497,671	(1,208,089)
Balance, shares at Mar. 29, 2020		4,047,502
Balance, amount at Mar. 29, 2020	(1,512,559)	$ 8,095	497,671	(2,018,325)
Net (loss)	677,422	$ 0	0	677,422
Balance, shares at Jun. 28, 2020		4,047,502
Balance, amount at Jun. 28, 2020	(835,137)	$ 8,095	497,671	(1,340,903)
Balance, shares at Jan. 03, 2021		4,047,502
Balance, amount at Jan. 03, 2021	(702,323)	$ 8,095	497,671	(1,208,089)
Net (loss)	347,440	$ 0	0	347,440
Balance, shares at Jul. 04, 2021		4,047,502
Balance, amount at Jul. 04, 2021	(354,883)	$ 8,095	497,671	(860,649)
Balance, shares at Apr. 04, 2021		4,047,502
Balance, amount at Apr. 04, 2021	(567,399)	$ 8,095	497,671	(1,073,165)
Net (loss)	212,516	$ 0	0	212,516
Balance, shares at Jul. 04, 2021		4,047,502
Balance, amount at Jul. 04, 2021	$ (354,883)	$ 8,095	$ 497,671	$ (860,649)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
	Jul. 04, 2021	Jun. 28, 2020	Jan. 03, 2021	Dec. 29, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$ 347,440	$ 561,178	$ 791,992	$ (466,577)
Adjustments to reconcile net income (loss) to net cash provided by operating activities-
Deferred interest expense paid in-kind	0	39,368	39,368	0
Noncash interest income	0	(64,200)	(75,000)	0
Stock-based incentive compensation			0	13,500
Impairment of assets held for sale	0	100,000	90,493	93,488
Depreciation	113,394	90,920	187,687	211,087
Amortization of franchise agreement			1,700	1,700
Amortization of debt issuance cost	54,205	2,568	5,176	5,176
Loss on sale of property and equipment			0	1,800
Write-off of deferred offering costs			0	40,000
Deferred tax liability, net	28,000	(11,788)	20,000	(102,000)
Impairment of goodwill			0	200,000
Changes in operating assets and liabilities
Receivables	(12,721)	(3,511)	(3,667)	4,878
Inventory	(9,913)	(544)	(4,144)	2,152
Prepaid expenses	(5,888)	3,967	1,580	1,282
Accounts payable	127,814	(41,013)	(67,080)	33,196
Unearned vendor rebate	0	(2,446)
Accrued expenses	(161,074)	47,400	214,334	21,634
Income taxes payable	14,994	154,701	95,080	(10,827)
Net cash provided by operating activities	496,251	876,600	1,397,449	50,489
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds (advances to) from investment in related company			179,000	(179,000)
Purchase of property and equipment	(67,003)	(16,393)	(154,420)
Net cash provided by (used in) investing activities	(67,003)	(16,393)	24,580	(179,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt	3,107,100	77,500	77,500	0
Payment of debt issuance costs	(49,699)	0
Principal payments on long-term debt	(3,077,784)	(104,656)	(436,456)	(276,899)
Payment of deferred offering costs	(9,192)	0
Net cash used in financing activities	(29,575)	(27,156)	(358,956)	(276,899)
CHANGE IN CASH	399,673	833,051	1,063,073	(405,410)
CASH, BEGINNING OF YEAR	1,321,244	258,101	258,101	663,511
CASH, END OF YEAR	1,720,917	1,091,152	1,321,244	258,101
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	68,700	49,204	133,213	202,101
Cash paid for income taxes	$ 92,006	$ 0
SUPPLEMENTAL DISCLOSURE OF INVESTING AND FINANCING ACTIVITIES
Transfer of property and equipment to assets held for sale			0	189,640
Purchase of property and equipment included in accounts payable			$ 15,712	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of BT Brands, Inc., and its subsidiaries (the “Company”, “we”, “our”, “us”, or “BT Brands”) and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany accounts and transactions have been eliminated in consolidation and have been prepared on a basis consistent in all material respects with the accounting policies for the fiscal year ended January 3, 2021. In our opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of our financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. The accompanying Condensed Consolidated Balance Sheet as of July 4, 2021, does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of January 3, 2021, and the related notes thereto included in the Company’s Form 10-K for the fiscal year ended January 3, 2021. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material. The Company BT Brands, Inc. (the “Company”) was incorporated as Hartmax of NY Inc. on January 19, 2016, with the objective of acquiring an operating entity. Effective on July 30, 2018, the Company acquired 100% of the ownership BTND, LLC. in exchange for common stock in the Company through a Share Exchange Agreement (“Share Exchange”) with members of BTND, LLC (“BTND”). Business The Company currently operates company-owned fast-food restaurants called Burger Time. The Company also operates one unit in Minnesota as a franchisee of International Dairy Queen. The Company operates three Burger Time locations in Minnesota, four in North Dakota, and two in South Dakota. The Company closed a store in Richmond, Indiana during 2018 which is listed for sale. There were a total of ten operating restaurants on July 4, 2021. The Company’s Dairy Queen store is operated pursuant to the terms of a franchise agreement with International Dairy Queen. The Company is required to pay regular royalty and advertising payments to the franchisor and to remain in compliance with the terms of the franchise agreement. Fiscal Year Period The Company’s fiscal year is a 52/53-week year, ending on the Sunday closest to December 31. Most years consist of four 13-week accounting periods comprising the 52-week year. All references to years in this report refer to the 26-week periods in the respective fiscal year periods. Fiscal 2021 is a 52-week year ending January 2, 2022. Cash For purposes of reporting cash and cash flows, cash is net of outstanding checks and includes, amounts on deposit at banks and deposits in transit. Receivables Receivables consist mainly of rebates due from a primary vendor. Inventory Inventory consists of food, beverages and supplies and is stated at lower of cost (first-in, first-out method) or net realizable value. Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives which range from three to thirty years. The Company reviews long-lived assets to determine if the carrying value of these assets may not be recoverable based on estimated cash flows. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the restaurant level. In determining future cash flows, significant estimates are made by the Company with respect to future operating results of each restaurant over its remaining life. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets. Assets Held for Sale From time-to-time the Company may sell an existing operating unit or may close an operating unit and list the property for sale. A property in the St. Louis area was written-off in 2020 and certain signage originally purchased for use in that location has been used in other locations In September of 2018 the Company closed an operating Burger Time unit in Richmond, Indiana and the Richmond property is listed for sale. In the second quarter of fiscal 2019 it was concluded to record a charge of $93,488 for impairment of the value of the Richmond location and in the second quarter of 2020 an additional $100,000 impairment charge was recorded. The Company believes the Richmond property will be sold at or above its current carrying cost of assets held for sale. Income Taxes We provide for income taxes under (Accounting Standards Codification (ASC), 740), Accounting for Income Taxes. ASC 740 using an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The deferred tax assets are reviewed periodically for recoverability and valuation allowances are adjusted, as necessary. As of July 4, 2021, the Company estimates a current tax provision for federal and state income taxes at the combined statutory rate of approximately 27.5% The Company currently has no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception and all periods since inception remain open for examination. Per Common Share Amounts Net income per common share is computed pursuant to section 260-10-45 of the FASB ASC. Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Common stock equivalents are excluded from the computation of diluted net income if their effect would be anti-dilutive. There were no potentially dilutive shares outstanding as of the periods ending in 2021 and 2020, as the strike price for warrants outstanding was above the fair market price of the underlying stock in both periods. Other Assets Other assets are the allocated fair value of the acquired Dairy Queen franchise agreement related to the Company’s location in Ham Lake, Minnesota, which is being amortized over an estimated useful life of 14 years. Liquidity and Capital Resources For the 26 weeks ended July 4, 2021, the Company earned an after-tax profit of $347,440. At July 4, 2021, the Company had $1,720,917 in cash and working capital of $898,303 an increase of $526,610 from the year-end. Covid-19 and its various variants are expected to continue to have a significant adverse impact on the United States economy. It is difficult to predict either the ultimate impact of the virus and governmental responses on the Company’s operating results and financial condition. In June 2021, the Company completed a refinancing of substantially all of its property mortgages lowering the nominal mortgage rate to a 10-year fixed rate of 3.45% from 4.75%. In May 2020, the Company received pandemic-related loans totaling $487,900 of that amount, $460,400 was borrowed under the Small Business Administration’s Payroll Protection Program under the terms of the program, the loans were forgiven in 2020, and the amount of the loan forgiveness was accounted for as a “grant” and is in included in other income for the six-month ended June 28, 2020. In May 2020, the Company also borrowed $27,500 at no interest under the Minnesota Small Business Emergency Loan Program. Under certain conditions related to continues employment at the Company’s Dairy Queen location the remaining balance of this note may be converted to a Grant.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
PROPERTY AND EQUIPMENT
NOTE 2 - PROPERTY AND EQUIPMENT	NOTE 2 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at: July 4, 2021 January 3, 2021 Land $ 485,239 $ 485,239 Equipment 2,555,874 2,497,576 Buildings 1,313,669 1,306,896 Total property and equipment 4,354,782 4,289,711 Accumulated depreciation (2,508,831 ) (2,398,503 ) Less - property held for sale (258,751 ) (258,751 ) Net property and equipment $ 1,587,200 $ 1,632,457 Depreciation expense for the 26-week periods in 2021 and 2020 was $112,261 and $90,070, respectively.

ACCRUED EXPENSES

ACCRUED EXPENSES	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
ACCRUED EXPENSES
NOTE 3 - ACCRUED EXPENSES	NOTE 3 – ACCRUED EXPENSES Accrued expenses consisted of the following at: July 4, 2021 January 3, 2021 Accrued real estate taxes $ 94,343 $ 106,935 Accrued bonus compensation 7,000 162,000 Accrued payroll 48,099 56,139 Accrued payroll taxes 9,691 8,519 Accrued sales taxes payable 64,865 66,632 Accrued vacation pay 19,657 19,657 Other accrued expenses 16,005 852 $ 259,660 $ 420,734

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	12 Months Ended
	Jan. 03, 2021
STOCKHOLDERS EQUITY
NOTE 4 - STOCKHOLDERS' EQUITY

LONG TERM DEBT

LONG TERM DEBT	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
LONG TERM DEBT
NOTE 5 - LONG TERM DEBT	NOTE 4 – LONG TERM DEBT The Company’s long-term debt is as follows: July 4, 2021 January 3, 2021 Notes payable to bank with interest at 4.75%. Secured by eight of the Company's locations and the personal guaranty of a shareholder of the Company These notes were paid in full on June 27, 2021. $ - $ 2,884,650 Three notes payable to bank dated June 28, 2021 due in monthly installments totalling $22,213 which includes principal and interest at fixed rate of 3.45% through June 28, 2031. Beginning in July 2031, the interest rate will be equal to the greater of the "prime rate" plus .75%, or 3.45% . These notes mature on June 28, 2036. The notes are secured by mortgages covering the Company's ten operating locations. The notes are guaranteed by BT Brands, Inc. and a shareholder of the Company. 3,107,100 - Note payable to bank dated December 28, 2018 due in monthly installments of $1,644 through December 31, 2023 which included principal and interest at a fixed rate of 5.50%. This note is secured by the West St. Paul location and the personal guaranty of a shareholder of the Company. This note was paid in full on April 6, 2021, and is included in current liabilities at April 4, 2021. - 185,219 Notes payable to bank dated November 10, 2016 payable in monthly installments of $1,331 which includes principal and interest at 4%, the interest rate is subject to adjustment based on 5-year Treasury Note rate 2021 and cannot be less than 4%. This note is secured by property held for sale in Richmond, Indiana and the personal guaranty of a shareholder of the Company. 135,961 141,125 Minnesota Small Business Emergency Loan dated April 29, 2020 payable in monthly installments of $458.33 beginning December 15, 2020 which includes principal and interest at 0%. This note is secured by the personal guaranty of a shareholder of the Company. 24,750 27,500 3,267,811 3,238,494 Less - unamortized debt issuance costs (49,699 ) (54,205 ) Current maturities (174,350 ) (245,306 ) Total $ 3,043,762 $ 2,938,983

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
RELATED PARTY TRANSACTIONS
NOTE 6 - RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS Next Gen Ice In 2019, the Company made cash advances to Next Gen Ice, Inc. (NGI) in the form of Series C Notes totaling a principal amount of $179,000 (“Notes”). The Company’s CEO, Gary Copperud, is Chairman of the Board of Directors of NGI and the Company’s Chief Operating Officer, Kenneth Brimmer, is also a member of the Board of Directors of NGI and serves as Chief Financial Officer of NGI on a part-time contract basis. Mr. Copperud, and a limited liability company controlled by him together own approximately 34% of the outstanding equity of NGI. On March 2, 2020, the Notes, were modified and the maturity extended to August 31, 2020. As part of the Note modification, the Company received 179,000 shares of common stock in Next Gen Ice from the founders of NGI representing approximately 2% of NGI shares outstanding. The Company also holds warrants to purchase 358,000 shares of common stock at a price of $1.00 per share through March 31, 2023. The common stock and common stock purchase warrants received by the Company were recorded at a value determined by the Company of $75,000. This amount was also recorded at a discount to the note receivable and was recognized as interest income over the extended term of the Notes. The Company has determined that its investment in NGI does not have a readily determinable market value and therefore is carried at the cost determined by the Company at the time the shares and warrants were received. The Notes were repaid in August 2020, with interest, and currently there are no outstanding amounts due to the Company from NGI.

MAJOR VENDOR

MAJOR VENDOR	12 Months Ended
	Jan. 03, 2021
NOTE 7 - MAJOR VENDOR

CONTINGENCIES

CONTINGENCIES	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
CONTINGENCIES
NOTE 8 - CONTINGENCIES	NOTE 6 – CONTINGENCIES The Company may be a party to claims and legal or regulatory actions arising from the conduct of its business. The Company is not aware of any significant asserted or potential claims which could impact its financial position.

LAND LEASE

LAND LEASE	12 Months Ended
	Jan. 03, 2021
LAND LEASE
NOTE 9 - LAND LEASE

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Jan. 03, 2021
SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Reverse Merger Transaction
Revision of Prior Financial Statements
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements include the accounts of BT Brands, Inc., and its subsidiaries (the “Company”, “we”, “our”, “us”, or “BT Brands”) and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany accounts and transactions have been eliminated in consolidation and have been prepared on a basis consistent in all material respects with the accounting policies for the fiscal year ended January 3, 2021. In our opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of our financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. The accompanying Condensed Consolidated Balance Sheet as of July 4, 2021, does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of January 3, 2021, and the related notes thereto included in the Company’s Form 10-K for the fiscal year ended January 3, 2021.
Business	The Company currently operates company-owned fast-food restaurants called Burger Time. The Company also operates one unit in Minnesota as a franchisee of International Dairy Queen. The Company operates three Burger Time locations in Minnesota, four in North Dakota, and two in South Dakota. The Company closed a store in Richmond, Indiana during 2018 which is listed for sale. There were a total of ten operating restaurants on July 4, 2021. The Company’s Dairy Queen store is operated pursuant to the terms of a franchise agreement with International Dairy Queen. The Company is required to pay regular royalty and advertising payments to the franchisor and to remain in compliance with the terms of the franchise agreement.
The Company	BT Brands, Inc. (the “Company”) was incorporated as Hartmax of NY Inc. on January 19, 2016, with the objective of acquiring an operating entity. Effective on July 30, 2018, the Company acquired 100% of the ownership BTND, LLC. in exchange for common stock in the Company through a Share Exchange Agreement (“Share Exchange”) with members of BTND, LLC (“BTND”).
Principles of Consolidation
Fiscal Year	The Company’s fiscal year is a 52/53-week year, ending on the Sunday closest to December 31. Most years consist of four 13-week accounting periods comprising the 52-week year. All references to years in this report refer to the 26-week periods in the respective fiscal year periods. Fiscal 2021 is a 52-week year ending January 2, 2022.
Reverse Stock Split
Fair Value of Financial Instruments
Cash	For purposes of reporting cash and cash flows, cash is net of outstanding checks and includes, amounts on deposit at banks and deposits in transit.
Revenue Recognition
Receivables	Receivables consist mainly of rebates due from a primary vendor.
Inventory	Inventory consists of food, beverages and supplies and is stated at lower of cost (first-in, first-out method) or net realizable value.
Property and Equipment	Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives which range from three to thirty years. The Company reviews long-lived assets to determine if the carrying value of these assets may not be recoverable based on estimated cash flows. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the restaurant level. In determining future cash flows, significant estimates are made by the Company with respect to future operating results of each restaurant over its remaining life. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets.
Assets Held for Sale	From time-to-time the Company may sell an existing operating unit or may close an operating unit and list the property for sale. A property in the St. Louis area was written-off in 2020 and certain signage originally purchased for use in that location has been used in other locations In September of 2018 the Company closed an operating Burger Time unit in Richmond, Indiana and the Richmond property is listed for sale. In the second quarter of fiscal 2019 it was concluded to record a charge of $93,488 for impairment of the value of the Richmond location and in the second quarter of 2020 an additional $100,000 impairment charge was recorded. The Company believes the Richmond property will be sold at or above its current carrying cost of assets held for sale.
Advertising and Marketing Costs
Income Taxes	We provide for income taxes under (Accounting Standards Codification (ASC), 740), Accounting for Income Taxes. ASC 740 using an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The deferred tax assets are reviewed periodically for recoverability and valuation allowances are adjusted, as necessary. As of July 4, 2021, the Company estimates a current tax provision for federal and state income taxes at the combined statutory rate of approximately 27.5% The Company currently has no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception and all periods since inception remain open for examination.
Per Common Share Amounts	Net income per common share is computed pursuant to section 260-10-45 of the FASB ASC. Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Common stock equivalents are excluded from the computation of diluted net income if their effect would be anti-dilutive. There were no potentially dilutive shares outstanding as of the periods ending in 2021 and 2020, as the strike price for warrants outstanding was above the fair market price of the underlying stock in both periods.
Other Assets	Other assets are the allocated fair value of the acquired Dairy Queen franchise agreement related to the Company’s location in Ham Lake, Minnesota, which is being amortized over an estimated useful life of 14 years.
Restaurant Pre-opening expenses
Use of Estimates	The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material.
Segment Reporting
Paycheck Protection Program and Liquidity and Capital Resources	For the 26 weeks ended July 4, 2021, the Company earned an after-tax profit of $347,440. At July 4, 2021, the Company had $1,720,917 in cash and working capital of $898,303 an increase of $526,610 from the year-end. Covid-19 and its various variants are expected to continue to have a significant adverse impact on the United States economy. It is difficult to predict either the ultimate impact of the virus and governmental responses on the Company’s operating results and financial condition. In June 2021, the Company completed a refinancing of substantially all of its property mortgages lowering the nominal mortgage rate to a 10-year fixed rate of 3.45% from 4.75%. In May 2020, the Company received pandemic-related loans totaling $487,900 of that amount, $460,400 was borrowed under the Small Business Administration’s Payroll Protection Program under the terms of the program, the loans were forgiven in 2020, and the amount of the loan forgiveness was accounted for as a “grant” and is in included in other income for the six-month ended June 28, 2020. In May 2020, the Company also borrowed $27,500 at no interest under the Minnesota Small Business Emergency Loan Program. Under certain conditions related to continues employment at the Company’s Dairy Queen location the remaining balance of this note may be converted to a Grant.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Jan. 03, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of deferred tax liability
Schedule of provision for income taxes
Schedule of Federal statutory tax rate

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
PROPERTY AND EQUIPMENT
Schedule of property and equipment	July 4, 2021 January 3, 2021 Land $ 485,239 $ 485,239 Equipment 2,555,874 2,497,576 Buildings 1,313,669 1,306,896 Total property and equipment 4,354,782 4,289,711 Accumulated depreciation (2,508,831 ) (2,398,503 ) Less - property held for sale (258,751 ) (258,751 ) Net property and equipment $ 1,587,200 $ 1,632,457

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
ACCRUED EXPENSES
Schedule of accrued expenses	July 4, 2021 January 3, 2021 Accrued real estate taxes $ 94,343 $ 106,935 Accrued bonus compensation 7,000 162,000 Accrued payroll 48,099 56,139 Accrued payroll taxes 9,691 8,519 Accrued sales taxes payable 64,865 66,632 Accrued vacation pay 19,657 19,657 Other accrued expenses 16,005 852 $ 259,660 $ 420,734

LONG TERM DEBT (Tables)

LONG TERM DEBT (Tables)	6 Months Ended	12 Months Ended
	Jul. 04, 2021	Jan. 03, 2021
LONG TERM DEBT
Schedule of maturities of long-term debt	July 4, 2021 January 3, 2021 Notes payable to bank with interest at 4.75%. Secured by eight of the Company's locations and the personal guaranty of a shareholder of the Company These notes were paid in full on June 27, 2021. $ - $ 2,884,650 Three notes payable to bank dated June 28, 2021 due in monthly installments totalling $22,213 which includes principal and interest at fixed rate of 3.45% through June 28, 2031. Beginning in July 2031, the interest rate will be equal to the greater of the "prime rate" plus .75%, or 3.45% . These notes mature on June 28, 2036. The notes are secured by mortgages covering the Company's ten operating locations. The notes are guaranteed by BT Brands, Inc. and a shareholder of the Company. 3,107,100 - Note payable to bank dated December 28, 2018 due in monthly installments of $1,644 through December 31, 2023 which included principal and interest at a fixed rate of 5.50%. This note is secured by the West St. Paul location and the personal guaranty of a shareholder of the Company. This note was paid in full on April 6, 2021, and is included in current liabilities at April 4, 2021. - 185,219 Notes payable to bank dated November 10, 2016 payable in monthly installments of $1,331 which includes principal and interest at 4%, the interest rate is subject to adjustment based on 5-year Treasury Note rate 2021 and cannot be less than 4%. This note is secured by property held for sale in Richmond, Indiana and the personal guaranty of a shareholder of the Company. 135,961 141,125 Minnesota Small Business Emergency Loan dated April 29, 2020 payable in monthly installments of $458.33 beginning December 15, 2020 which includes principal and interest at 0%. This note is secured by the personal guaranty of a shareholder of the Company. 24,750 27,500 3,267,811 3,238,494 Less - unamortized debt issuance costs (49,699 ) (54,205 ) Current maturities (174,350 ) (245,306 ) Total $ 3,043,762 $ 2,938,983

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Jan. 03, 2021	Dec. 29, 2019
Deferred tax assets (liabilities):
Net operating loss carry forward	$ 0	$ 43,000
Property and equipment	(183,000)	(167,000)
Future tax benefit of impairment allowance	78,000	26,000
Paycheck Protection Program loan forgiveness	(13,000)	0
Total deferred tax liability	$ (118,000)	$ (98,000)

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 04, 2021	Jun. 28, 2020	Jul. 04, 2021	Jun. 28, 2020	Jan. 03, 2021	Dec. 29, 2019	Dec. 29, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Current income tax expense					$ 110,000	$ 0
Deferred income taxes (benefit)					20,000	(102,000)
Total income tax expense (benefit)	$ 85,000	$ 149,000	$ 135,000	$ 149,000	$ 130,000	$ (102,000)	$ (102,000)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	12 Months Ended
	Jan. 03, 2021	Dec. 29, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total expense (benefit) computed by applying statutory federal rate	$ 193,600	$ (119,500)
State income tax (benefit), net of federal tax benefit	47,400	(36,000)
Paycheck Protection Program loan forgiveness	(111,000)	0
Other permanent differences	0	53,500
Provision for income taxes (benefit)	$ (130,000)	$ (102,000)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2020	May 31, 2020	Jul. 04, 2021	Jun. 28, 2020	Mar. 31, 2020	Jul. 04, 2021	Jun. 28, 2020	Jan. 03, 2021	Dec. 29, 2019	Dec. 29, 2019	Dec. 31, 2018
Cash			$ 1,720,917	$ 1,091,152		$ 1,720,917	$ 1,091,152	$ 1,321,244	$ 258,101	$ 258,101	$ 663,511
Additional impairment									151,500
Change in income tax benefit									53,500
Property mortgages description						nominal mortgage rate to a 10-year fixed rate of 3.45% from 4.75%. In May 2020
Ownership percentage						100.00%
Estimated useful life of the acquired Dairy Queen						14		14 years
Increase in working capital			526,610			$ 526,610
Working capital			898,303			898,303
Estimated tax benefit									43,000
Net Income (loss)			212,516	677,422		347,440	561,178	$ 791,922	(466,577)	(466,577)
INVESTMENT IN AND NOTES RECEIVABLE FROM RELATED COMPANY								75,000	$ 179,000	179,000
Market rate of interest									0.14%
Pandemic related loans		$ 487,900
Accumulated deficit			(860,649)			$ (860,649)		$ (1,208,089)	$ (2,000,081)	(2,000,081)
Borrowed amount		460,400
Additional loan		27,500
Change in working capital deficit, description								Working capital of $371,693, an increase of $789,688 from the year-end deficit of $471,995.
Deferred payments		$ 93,602			$ 93,602				151,500
Advertising expense								$ 29,924	49,618
Amortization current year								2,000
Amortization year two								2,000
Amortization year three								2,000
Amortization year four								2,000
Current Tax rate						27.50%
Amortization year five								2,000
Fair value of warrants								$ 102,503	16,401
Stock warrants issued to placement agent, Exercise price								$ 3.30
Accumulated amortization								$ 9,000	7,000
Operating Loss Carryforwards									159,000	159,000
After tax profit						$ 347,440		791,922
Impairment of asset held for sale			$ 0	$ 100,000		$ 0	$ 100,000	$ 90,493	$ 93,488	$ 93,488
Share Exchange [Member] | BTND, LLC [Member] | July 30, 2018 [Member]
Equity Method Investment, Ownership Percentage of related party								1.00%
Shares issued to related party as consideration								3,298,000
Business Acquisition, Percentage of Voting Interests granted As consideration to related party								0.859%
Share Exchange [Member] | BTND, LLC [Member] | During 2018 [Member]
Shares issued to related party as consideration								3,298,000
Share Exchange [Member] | Maxim Partners [Member]
Shares issued to related party as consideration								410,000
Richmond [Member]
Impairment of asset held for sale	$ 100,000

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Jul. 04, 2021	Jan. 03, 2021	Dec. 29, 2019
PROPERTY AND EQUIPMENT
Land	$ 485,239	$ 485,239	$ 555,885
Equipment	2,555,874	2,497,576	2,390,545
Buildings	1,313,669	1,306,896	1,363,642
Total property and equipment	4,354,782	4,289,711	4,310,072
Accumulated depreciation	(2,508,831)	(2,398,503)	(2,210,816)
Less - property held for sale	(258,751)	(258,751)	(449,244)
Net property and equipment	$ 1,587,200	$ 1,632,457	$ 1,650,012

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jul. 04, 2021	Jul. 04, 2020	Jan. 03, 2021	Dec. 29, 2019
PROPERTY AND EQUIPMENT
Depreciation expense	$ 112,261	$ 90,070	$ 187,687	$ 211,087

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Jul. 04, 2021	Jan. 03, 2021	Dec. 29, 2019
ACCRUED EXPENSES
Accrued real estate taxes	$ 94,343	$ 106,935	$ 66,959
Accrued bonus compensation	7,000	162,000	0
Accrued payroll	48,099	56,139	69,572
Accrued payroll taxes	9,691	8,519	7,058
Accrued sales taxes payable	64,865	66,632	35,380
Accrued vacation pay	19,657	19,657	23,204
Other accrued expenses	16,005	852	4,227
Accrued expenses	$ 259,660	$ 420,734	$ 206,400

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	Oct. 11, 2019	Jan. 03, 2021	Jul. 04, 2021	Dec. 29, 2019
Stock warrants issued to placement agent		16,401
Stock warrants issued to placement agent, Exercise price		$ 3.30
Stock warrants issued to placement agent, Fair value		$ 15,421
Common shares authorized		50,000,000	50,000,000	50,000,000
Preferred shares authorized		2,000,000	2,000,000	2,000,000
Share Exchange [Member] | Maxim Partners [Member]
Shares issued to related party as consideration		410,000
During 2018 [Member]
Common stock issued to consultants		130,000
During 2018 [Member] | Share Exchange [Member] | BTND, LLC [Member]
Shares issued to related party as consideration		3,298,000
July 30, 2018 [Member] | Share Exchange [Member] | BTND, LLC [Member]
Shares issued to related party as consideration		3,298,000
Private Placement [Member]
Stock warrants issued to placement agent		205,002
Stock warrants issued to placement agent, Exercise price		$ 4
Proceed from issuance of common stock		$ 102,501
Warrants and Rights Outstanding, Maturity Date		Jul. 31, 2023
Net proceeds from stock issued		$ 492,266
Officers Directors Employees And Consultants [Member]
Stock warrants issued to placement agent	4,500
Officers Directors Employees And Consultants [Member] | 2019 Incentive Plan [Member]
Common shares reserved for future issuance		500,000

LONGTERM DEBT (Details)

LONGTERM DEBT (Details) - USD ($)	Jul. 04, 2021	Jan. 03, 2021	Dec. 29, 2019
Notes payable to bank	$ 3,267,811	$ 3,238,494	$ 3,558,082
Less - unamortized debt issuance costs	(49,699)	(54,205)	(59,381)
Current maturities	(174,350)	(245,306)	(277,666)
Total	3,043,762	2,938,983	3,221,035
Long Term Debts [Member]
Total	0	2,884,650
Long Term Debts [Member] | October 30, 2015 [Member]
Total		670,334	699,311
Long Term Debts [Member] | November 16, 2015 [Member]
Total		1,447,439	1,509,435
Long Term Debts [Member] | October 10, 2015 [Member]
Total		397,655	414,562
Long Term Debts [Member] | March 11, 2016 [Member]
Total		369,222	384,208
Long Term Debts [Member] | April 29, 2020 [Member]
Total		27,500	0
Long Term Debts [Member] | November 10, 2016 [Member]
Total		141,125	151,234
Long Term Debts [Member] | December 28, 2018 [Member]
Total		185,219	192,068
Long Term Debts [Member] | December 26, 2017 [Member] | Shareholders [Member]
Unsecured notes payable		0	$ 207,264
Long Term Debts One [Member]
Total	3,107,100	0
Long Term Debts Two [Member]
Total	0	185,219
Long Term Debts Three [Member]
Total	135,961	141,125
Long Term Debts Four [Member]
Total	$ 24,750	$ 27,500

LONGTERM DEBT (Details 1)

LONGTERM DEBT (Details 1)	Jan. 03, 2021USD ($)
LONG TERM DEBT
1/2/2022	$ 245,306
12/31/2023	256,655
12/29/2024	423,345
12/28/2025	270,561
1/3/2027	283,104
Thereafter	1,759,523
Total	$ 3,238,494

LONGTERM DEBT (Details Narrativ

LONGTERM DEBT (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	May 31, 2020	Mar. 31, 2020	Dec. 29, 2019
LONG TERM DEBT
Deferred payment	$ 93,602	$ 93,602	$ 151,500

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Mar. 02, 2020	Jan. 03, 2021	Dec. 29, 2019
Notes Due from Related Party			$ 207,729
Exercise Price		$ 3.30
Next Gen Ice, Inc. [Member]
Debt instrument, principal amount			$ 179,000
Next Gen Ice, Inc. [Member] | Loan Modification and Extension Agreement [Member]
Ownership percentage	34.00%
NGI Shares outstanding	2.00%
Warrants held to purchase common stock	358,000
Common stock warrants received	$ 75,000
Exercise Price	$ 1
Class of Warrant or Right, Date from which Warrants or Rights Exercisable	Mar. 31, 2023
Transfer of shares	179,000

MAJOR VENDOR (Details Narrative

MAJOR VENDOR (Details Narrative) - Vendor One [Member] - USD ($)	12 Months Ended
	Jan. 03, 2021	Dec. 29, 2019
Concentration of credit risk	83.00%	83.00%
Due to related party	$ 171,545	$ 222,926

LAND LEASE (Details Narrative)

LAND LEASE (Details Narrative) - USD ($)	12 Months Ended
	Jan. 03, 2021	Jul. 04, 2021	Dec. 29, 2019
Book value of building	$ 1,632,457	$ 1,587,200	$ 1,650,012
Land Lease [Member]
Book value of building	38,000
Monthly lease payment	$ 1,600