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Item 9A. Controls and Procedures

2022-03-17 compared with 2021-03-11 · 313 added, 186 removed, 142 unchanged (78% of the section changed)

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(1) Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of January 3, 2020, our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act.

Based upon that evaluation and the material weakness in our internal control over financial reporting discussed below, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 3, 2021, our disclosure controls and procedures were not effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC, including ensuring that such material information is accumulated by and communicated to our management, including our Chief Executive Officer, Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Securities Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

Our management, including our CEO, who serves as our principal executive officer, and our CFO, who serves as our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-K.

Our CEO and CFO have, as of January 2, 2022, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act.

Based upon that evaluation and the material weakness in our internal control over financial reporting discussed below, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 2, 2022, our disclosure controls and procedures were not effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC, including ensuring that such material information is accumulated by and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure

(2) Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

We are responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-K.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

We have established and maintain a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Securities Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of January 3, 2021.

As of January 3.

2021, management has not completed an effective assessment of the Company’s internal controls over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework.

Management has concluded that, during the period covered by this report, our internal controls and procedures were not effective to detect the inappropriate application of U.S.

Management identified the following material weaknesses set forth below in our internal control over financial reporting.

We lack the necessary corporate accounting resources to maintain adequate segregation of duties.

We did not perform an effective risk assessment or monitor internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only the management’s report in this annual report.

Our management including our CEO and CFO assessed the effectiveness of our internal control over financial reporting as of January 2, 2022.

A material weakness, as defined in Exchange Act Rule 12b-2, is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of this assessment, management concluded that we did not design and maintain effective controls over the completeness and accuracy of the accounting for, and disclosure of, the income tax effects of acquired assets.

Specifically, we did not design appropriate controls to identify and reconcile deferred income taxes associated with the accounting for acquired assets and the related tax provision.

This material weakness resulted in material errors in connection with the accounting for our Share Exchange in 2018 and the calculation of Goodwill that were corrected through a revision of the consolidated financial statements as of and for the years ended December 29, 2019.

We evaluated the revision in accordance with Accounting Standards Codification (ASC) 250, Accounting Changes and Error Corrections and evaluated the materiality of the revision on prior periods’ financial statements in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No.

99, Materiality.

We concluded that the revision was not material to any prior annual or interim period and therefore, amendments of previously filed reports are not required.

In accordance with ASC 250, we have corrected the error in all prior periods presented by revising the consolidated financial statements appearing herein.

As a result of the material weakness in internal control over financial reporting described above, management has concluded that we did not maintain effective internal control over financial reporting as of January 3, 2021.

Management is in the process of developing and implementing a series of accounting systems and procedure changes and internal controls intended to provide adequate controls over financial reporting.

As a result of our assessment process, we previously concluded that we had not designed and maintained effective controls over the completeness and accuracy of the accounting for, and disclosure of, the income tax effects of acquired assets.

Specifically, we did not identify and reconcile deferred income taxes associated with the accounting for acquired assets and the related tax provision.

During the preparation of financial statements for the fiscal year ended January 3, 2021, we determined that the deferred tax liability related to the difference between the tax basis and book value of acquired assets was not correctly calculated.

We concluded that the error was not material to any prior annual periods;

however, we determined it was appropriate to revise our consolidated financial statements and accordingly, the previously reported results were corrected through a revision of the consolidated financial statements for the years ended December 29, 2019, and December 30, 2018.

We have implemented and continue to adopt measures to remediate the underlying causes of the material weakness noted above.

Although we plan to complete this remediation process as quickly as possible, we cannot determine if our measures will be successful in remediating this material weakness therefore, we concluded that we did not maintain effective internal control over financial reporting as of January 2, 2022.

Changes in Internal Control Over Financial Reporting

Except as described above, there has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the 13 weeks ended January 2, 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting materially.

Other Information.

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Chief Operating Officer and Chairman

Allan Anderson

Terri Tochihara-Dirks

Background Information about our Officers and Directors

Copperud has served as the Chief Executive Officer and a director of the Company since July 31, 2018, the date on which we closed the Share Exchange.

He was a founding member of BTND in 2007 and served as BTND’s managing manager and chief financial officer from its inception until the 2018 share exchange.

Gary Copperud has served as the Chief Executive Officer and a director of the Company since July 31, 2018, when we completed the Share Exchange.

He was a founding member of BTND in 2007 and served as BTND’s managing manager and Chief Financial Officer from its inception until completion of the Share Exchange.

Copperud has been a managing director of BTND Trading, LLC since 2016.

Copperud was a founding shareholder of Next Gen Ice, Inc., a provider of automated ice delivery systems to convenience stores and other markets, in June 2019, and has served as the Chairman of the Board of Next Gen Ice since July 2019.

From 1998 through April 2007, he was a director of STEN Corporation, resigning when BTND acquired Burger Time assets.

In addition, Mr.

Copperud served as the President of STEN’s Burger Time Acquisition Corporation subsidiary from July 2004 until his resignation in April 2007.

During part of 2015, Mr.

Copperud was the principal executive officer of Pretoria Resources Two, Inc., d/b/a It’s Burger Time Restaurant Group, Inc., i.e., Pretoria, while a merger between BTND and Pretoria was briefly in effect.

From 1992 to 2013, Mr.

Copperud was a partner in Peak to Peak Financial, LLC, which acquired, developed and sold real estate.

Copperud served as the President of STEN’s Burger Time Acquisition Corporation subsidiary from July 2004 until April 2007.

Since 1993, Mr.

Copperud has been president/general manager of CMM Properties, LLC, an investment company with holdings in real estate and securities, located in Fort Collins, Colorado.

Copperud has been president/general manager of CMM Properties, LLC, an investment company with real estate and securities holdings.

Prior to that, Mr.

Copperud was self-employed in the fields of securities and real estate investment and development.

Copperud has served as Chairman and a member of the Board of Directors of Next Gen Ice, Inc.

since July of 2019.

We believe Mr.

Copperud’s long tenure as managing member of BTND, as well as his prior experience as a member of the Board of Directors of a public company, qualifies him to serve on our Board of Directors.

Brimmer has served as the Chief Operating Officer and Chairman of the Board of Directors of the Company and Principal Accounting Officer since July 31, 2018, the date on which we closed the Share Exchange.

Brimmer has also served as a member of the Board of Directors of Next Gen Ice, Inc.

since November 2, 2019 and is currently serving as Chief Financial Officer of Next Gen Ice on a contract basis.

Brimmer has a wide range of experience including several early stage and rapidly growing businesses, serving at various times as President, Chief Executive Officer, and a director of several public and private companies.

Brimmer’s restaurant experience includes serving as President of Rainforest Cafe, Inc.

during a period of rapid growth of new restaurants.

Brimmer is the Chief Executive Officer of Hypertension Diagnostic, Inc.

Copperud’s long tenure as a managing member of BTND, as well as his prior experience as a member of the board of directors of a public company, qualifies him to serve on our board of directors.

Kenneth Brimmer has served as the Chief Operating Officer, Chief Financial Officer, Chairman of the company’s board of directors and Principal Accounting Officer since July 31, 2018.

Brimmer also has served as a member of the board of directors of Next Gen Ice, Inc.

since October 2019 and currently serves as the Chief Financial Officer of Next Gen Ice, Inc.

Brimmer has a wide range of experience, including several early-stage and rapidly growing businesses, serving at various times as President, Chief Executive Officer, and a director and Audit Committee Chairman of several public and private companies.

Brimmer previously was the Chief Executive Officer of Hypertension Diagnostic, Inc.

and its subsidiary HDI Plastics, Inc.

He has served on the board of HDI 1998 until April 2020 and was CEO from September 2012 until April 2020.

He is also CEO of privately held Brimmer Company, LLC.

He also has served as CEO of STEN Corporation, a, diversified business (currently inactive) since October 2003.

Brimmer was a Director of Landry’s Restaurants from June of 2004 until April of 2017 and served on the Audit and Compliance Committee of its Golden Nugget – New Jersey Casino.

Previously, he was President of Rainforest Cafe, Inc., which grew from start-up to over 6000 employees from April 1997 until April 2000 and was Treasurer from its inception in 1995 until April 2000.

Brimmer was responsible for managing several stock offerings at Rainforest Cafe resulting in over $200 million in equity for the company.

He has served on the board of HDI since 1998 and was its CEO from September 2012 until May 2020.

Brimmer is the CEO of privately-held Brimmer Company, LLC, which has provided consulting management services to BT Brands and Next Gen Ice, Inc.

He also has served as CEO of STEN Corporation, a currently inactive former diversified business since October 2003.

Brimmer was a Director of Landry’s Restaurants from June 2004 until April 2017 and served on the Audit and Compliance Committee of its Golden Nugget – New Jersey Casino.

Previously, he was President of Rainforest Cafe, Inc., which grew from start-up to over 6,000 employees from April 1997 until April 2000, and he was Treasurer from its inception in 1995 until April 2000.

During the time Mr.

Brimmer served as Treasurer of Rainforest Cafe, Rainforest raised over $200 million in a combination of private and public stock offerings.

Prior to Rainforest, Mr.

Brimmer was employed by Berman Consulting, LLC from 1990 until April 1997.

Brimmer has a degree in accounting and worked in the audit division of Arthur Andersen & Co.

Brimmer was employed by Berman Consulting, LLC, a financial and investment management company, from 1990 until April 1997.

Brimmer has a degree in accounting and worked as a certified public accountant (inactive) in the audit division of Arthur Andersen & Co.

from 1977 through 1981.

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Brimmer’s long and varied career as a business executive, particularly his service as the chief operating officer of a major restaurant chain, qualifies him to serve on and chair our board of directors.

Zinnecker has served as a director of the Company since July 31, 2018, the date on which we closed the Share Exchange.

He was a founding member of BTND in 2007.

Zinnecker is the President and principal owner of Zinncorp Inc., an information technology consulting company in Minneapolis, Minnesota, which he founded in 1989.

Prior to then, Mr.

Zinnecker was employed as a technology consultant for North States Power Company, now Xcel Energy.

Allan Anderson joined our board of directors as an independent director has served as the chairman of our audit committee since our common stock and warrants were listed on The Nasdaq Stock Market.

Anderson founded privately-held ReliaFund Inc., for which he has served in various executive capacities.

ReliaFund provides electronic payment processing and reporting services for small businesses.

From 1975 to 1984, Mr.

Anderson was employed in the Audit Division of Arthur Andersen & Co., serving as an Audit Manager.

Anderson has served as a chief financial officer (or equivalent) for several private companies.

He previously served as an independent member of the board of directors of publicly-held STEN Corporation, including serving as Chairman of its Audit Committee.

STEN Corporation is the entity from which the Company purchased its restaurant assets in 2007.

Copperud and Brimmer were also directors of STEN.

Anderson holds a bachelor of arts degree in accounting from Southwest State University and was formerly licensed as a certified public accountant, which is now inactive.

We believe that Mr.

Zinnecker’s background as a member of BTND from its founding through the Share Exchange and his professional relationship with Mr.

Copperud qualifies him to serve on our Board of Directors.

We are not party to any employment agreements or other agreements with Messrs.

Copperud or Brimmer that prevent them from providing similar services to other companies in our industry, which could potentially give rise to a conflict of interest if they chose to offer their services to a competitor.

However, under Wyoming law, as directors, Messrs.

Copperud, Brimmer and Zinnecker will owe a duty of loyalty to our stockholders, which places limits on their ability to enter into transactions that conflict with the interests of our stockholders.

If any of Messrs.

Copperud, Brimmer or Zinnecker left the Company, they would not be prevented from participating in a venture or business that competes with us.

Involvement in certain legal proceedings.

None of the following events has occurred during the past ten years and which are material to an evaluation of the ability or integrity of any director or executive officer:

A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any federal or state securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Anderson is qualified to serve on our board of directors and as the chair of our audit committee because of his education, experience in accounting and audit work, and experience working at several companies as the chief financial officer.

Terri Tochihara-Dirks joined our board of directors as an independent director and serves as the chair of our compensation committee and a member of the audit committee commencing on the date our common stock and warrants were listed on The Nasdaq Stock Market.

Since 2008, Ms.

Tochihara-Dirks has been the co-owner, with her husband, of The Oberon Assisted Living, a privately held healthcare community in Arvada, Colorado.

Her day-to-day responsibilities include Operations and Infection Prevention.

From 1986 to 2006, she held various positions with AT&T retiring in 2006 as the Mountain States Region Vice President of Sales for AT&T.

Tochihara-Dirks has served on several not-for-profit Boards of Directors, including the Denver Chamber of Commerce and Denver Junior Achievement.

We believe that Ms.

Tochihara-Dirks is qualified to serve on our board as the chair of the compensation committee and as a member of our audit committee because of her broad business experience operating her own business and as an executive of a multi-national corporation.

Schussler joined our board of directors as an independent director and has served as a member of our audit committee since November 12, 2021, the date our common stock and warrants were listed on The Nasdaq Stock Market.

From March 2012 until January 2019, Mr.

Schussler served as a director of Kona Grill, a publicly-traded restaurant company based in Scottsdale, Arizona, which operated more than 40 restaurants in 23 U.S.

states and three foreign countries.

Schussler also served as Co-CEO of Kona Grill from November 2018 until January 2019.

Following Mr.

Schussler’s resignation from Kona Grill, Kona Grill filed for bankruptcy protection on April 30, 2019.

In September 2019, the assets of the Kona Grill were sold to One Group Hospitality, Inc.

Schussler was the founder, Executive Vice-President and a member of the board of directors of Rainforest Cafe, Inc., a NASDAQ-listed company.

Rainforest Cafe, Inc was acquired by Landry’s Restaurants, Inc.

Since 2000, Mr.

Schussler has been the owner and Chief Executive Officer of Schussler Creative, Inc., a restaurant development concept company that has created several restaurant concepts, including The Boathouse, a waterfront restaurant located in Disney Springs in Orlando, Florida, T-Rex Café, a restaurant and retail store located in Disney Springs in Orlando, Florida, as well as Yak & Yeti, an Asian restaurant located inside Disney’s Animal Kingdom in Orlando, Florida.

Schussler Creative, Inc.

sold a controlling interest in T-Rex Café and Yak & Yeti to Landry’s in 2006.

Schussler frequently speaks on the topics of entrepreneurship and leadership.

He is the author of “It’s A Jungle In There:

Inspiring Lessons, Hard-Won Insights, and Other Acts of Entrepreneurial Daring.” We believe that Mr.

Schussler is qualified to serve on our board and as an audit committee member based on his extensive restaurant and public company experience.

Term of Office

All our directors will hold office until their successors have been elected and qualified or appointed or the earlier of their death, resignation or removal.

Executive officers are appointed and serve at the discretion of the board of directors.

Executive officers are appointed and serve at the board of directors’ discretion.

Family Relationships

There are no family relationships among our directors or officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial ownership reports and reports of changes in ownership of our common stock with the Commission.

Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.

Based upon a review of these filings, we believe that all required Section 16(a) reports were made on a timely basis during 2021.

Board Composition

Our business and affairs are managed under the direction of our board of directors, which currently consists of three members.

The members of our board of directors were elected in compliance with the provisions of our articles of incorporation and bylaws.

None of our stockholders have any special rights regarding the election or designation of members of our board of directors.

Director Independence

Our Board of Directors currently consists of three members, none of whom qualifies as an independent director in accordance with the listing requirements of the NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective tests, including whether the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us.

In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

Director Nominees

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees.

We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed.

Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.

Our bylaws provide that our board of directors has the authority to appoint committees to perform certain management and administration functions;

however, at this time, we are not required to and do not have any committees of the board of directors.

The functions of an audit committee, a compensation committee or a nominating committee are being undertaken by our board of directors.

Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company.

Board Leadership Structure

Our board of directors has a Chairman, Kenneth Brimmer, who has authority, among other things, to preside over board of directors’ meetings, and to call special meetings of the board.

Accordingly, the Chairman has substantial ability to shape the work of our board of directors.

We currently believe that separation of the roles of Chairman and Chief Executive Officer reinforces the leadership role of our board of directors in its oversight of the business and affairs of our Company.

In addition, we currently believe that having a separate Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our board of directors to monitor whether management’s actions are in the best interests of the Company and its stockholders.

However, no single leadership model is right for all companies.

Our board of directors recognizes that depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate.

As a result, our board of directors may periodically review its leadership structure.

Limitation of Liability and Indemnification

Our articles of incorporation provide that to the fullest extent permitted by the Wyoming Business Corporation Act, a director shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director.

Our bylaws provide that we shall indemnify and hold harmless our directors and officers, to the fullest extent permitted by applicable law, except that we will not be required to indemnify or hold harmless any director or officer in connection with any proceeding initiated by such person unless the proceeding was authorized by our board of directors.

Under our bylaws, such rights shall not be exclusive of any other rights acquired by directors and officers, including by agreement.

Our bylaws provide that we will pay expenses to any director or officer prior to the final disposition of the proceeding, provided, however, that such advancements shall be made only upon receipt of an undertaking by such director or officer to repay all amounts advanced if it should be ultimately determined that such director or officer is not entitled to indemnification under the bylaws of or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The above provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

The provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We believe that these provisions, the indemnification agreements and the insurance are necessary to attract and retain talented and experienced directors and officers.

At present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required or permitted.

We are not aware of any threatened litigation or proceedings that might result in a claim for such indemnification.

Our bylaws provide that the size of our board of directors will be determined from time to time by resolution of our board of directors.

Currently, our board comprises five members, three of whom qualify as “independent” directors under any applicable standard.

Election of Directors

Our bylaws provide that a majority vote of our stockholders will elect a member of our board of directors.

Independence of our Board of Directors and Board Committees

Rule 5605 of the NASDAQ Listing Rules requires a majority of a listed company’s board of directors to be comprised of “independent directors,” as defined in such rule, subject to specified exceptions.

In addition, the NASDAQ Listing Rules require that, subject to specified exceptions:

each member of a listed company’s audit, compensation and nominating committees be independent as defined under the NASDAQ Listing Rules;

audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act;

and compensation committee members also satisfy an additional independence test for compensation committee members under the NASDAQ Listing Rules.

If a listed company does not have a nominating committee, as permissible under NASDAQ Listing Rules, director nominees must either be selected or recommended for the Board’s selection by independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate.

Our board of directors has evaluated the independence of its members based upon the rules of the NASDAQ Stock Market and the SEC.

Applying these standards, our board of directors determined that Mr.

Anderson, Ms.

Tochihara-Dirks, and Mr.

Schussler are “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules.

The other seated directors will not be considered independent because each is an officer of the Company.

Leadership Structure of the Board

Our current bylaws provide our board of directors with the flexibility to combine or separate the positions of Chairman of our board of directors and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company.

The board of directors currently separates the roles of Chief Executive Officer and Chairman of the board of directors to recognize the differences between the two roles.

Our Chief Executive Officer, who is also a member of our board of directors, is responsible for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the board of directors provides guidance to the Chief Executive Officer, sets the agenda for the board meetings, presides over meetings of the board of directors and seeks to reach a consensus on board decisions.

Although these roles are currently separate, the Board believes it should be able to freely select the Chairman of the board of directors based on criteria that it deems to be in the best interest of the Company and its stockholders.

Therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the board of directors.

Role of Board in Risk Oversight Process

Our board of directors has oversight responsibility for the Company’s risk management process.

The board of directors administers its oversight function through committees, retaining responsibility for general oversight of risks.

The committee chairs will be responsible for reporting findings regarding material risk exposure to the board of directors as quickly as possible.

The board of directors delegates to the audit committee oversight responsibility to review our code of ethics, including whether the code of ethics is successful in preventing illegal or improper conduct, and our management’s risk assessments and management’s financial risk management policies, including the policies and guidelines used by management to identify, assess, and manage our exposure to financial risk.

Our compensation committee assesses and monitors any significant compensation-related risk exposure, and the steps management should take to monitor or mitigate such exposure.

Meetings of the Board and Stockholders

Our board of directors held one telephonic during 2021 and acted unanimously with written consent.

Because our common stock and warrants were listed on Nasdaq in the fourth quarter, one Audit Committee meeting was convened, which was attended by all committee members, and no Compensation Committee meetings were held in 2021.

We did not hold an annual meeting in 2021.

Our policy is that all directors must attend all stockholder meetings, barring extenuating circumstances.

Board Committees

Our board of directors has established standing committees in connection with the discharge of its responsibilities.

Upon the commencement of the trading of our common stock on NASDAQ, these committees will include an audit committee and a compensation committee.

In addition, as permitted by Nasdaq Listing Rule, the independent directors on our board will fulfill the responsibilities of a nominating and corporate governance committee.

The composition and duties of each committee are described below.

Members will serve on committees until their resignation or otherwise determined by our board of directors.

Each of these committees has adopted a written charter that satisfies the applicable standards of the SEC and the NASDAQ Listing Rules, which we will post on the investor relations section of our website upon the completion of this offering.

Audit Committee

Our audit committee comprises Mr.

Anderson, Ms.

Tochihara-Dirks, and Mr.

Our board of directors has determined that all of the members of the Audit Committee are “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Listing Rules.

Anderson is the chair of the audit committee.

Our board of directors has determined that Mr.

Anderson qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules.

Our independent registered public accounting firm and management periodically met privately with our audit committee once during 2021.

Our audit committee will assist our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements.

Under its charter, our audit committee will be responsible for, among other things:

selecting, retaining and replacing independent auditors and evaluating their qualifications, independence, and performance;

reviewing and approving the scope of the annual audit and audit fees;

discussing with management and independent auditors the results of annual audit and review of quarterly financial statements;

reviewing adequacy and effectiveness of internal control policies and procedures;

approving the retention of independent auditors to perform any proposed permissible non-audit services;

overseeing internal audit functions and annually reviewing audit committee charter and committee performance;

preparing the audit committee report that the SEC requires in our annual proxy statement;

reviewing and evaluating the performance of the Audit Committee, including compliance with its charter.

Compensation Committee

Our compensation committee comprises Ms.

Tochihara-Dirks and Mr.

Tochihara-Dirks is the chair of the compensation committee.

Our board of directors has determined that Ms.

Tochihara-Dirks and Mr.

Anderson are independent as defined under the NASDAQ Listing Rules and satisfy NASDAQ’s additional independence standards for compensation committee members.

In addition, both Ms.

Tochihara-Dirks and Mr.

Anderson are non-employee directors within the meaning of Rule 16b-3 under the Exchange Act and outside directors as defined by Section 162(m) of the Internal Revenue Code.

Our compensation committee assists our board of directors in discharging its responsibilities relating to the compensation of our executive officers.

Under its charter, our compensation committee will be responsible for, among other things:

recommending to our board of directors for approval compensation and benefit plans;

reviewing and approving annually corporate and personal goals and objectives to serve as the basis for the CEO’s compensation, evaluating the CEO’s performance in light of those goals and objectives and determining the CEO’s compensation based on that evaluation;

determining and approving the annual compensation for other executive officers;

retaining or obtaining the advice of a compensation consultant, outside legal counsel, or other advisors;

approving any grants of stock options, restricted stock, performance shares, stock appreciation rights, and other equity-based incentives to the extent provided under our equity compensation plans;

reviewing and making recommendations to our board of directors regarding the compensation of non-employee directors;

reviewing and evaluating the performance of the compensation committee, including compliance with its charter.

Board Diversity

Upon the effectiveness of this offering, the independent members of our board of directors will review with our entire board on an annual basis the appropriate characteristics, skills, and experience required for our board of directors as a whole and its members.

In evaluating the suitability of individual candidates (both new candidates and current members), we expect that the independent members of our board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

ethics and values;

experience in corporate management, such as serving as an officer or former officer of a publicly held company;

experience in the industries in which we compete;

experience as a board member or executive officer of another publicly held company;

diversity of expertise and experience in substantive matters about our business relative to other board members;

conflicts of interest;

practical and mature business judgment.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting.

The code of business conduct and ethics is available on our website at www.

itsburgertime.com.

We intend to post any amendments to the code, or any waivers of its requirements, on our website.

Communication with the Board of Directors

Our stockholders and other interested parties may send written communications directly to the Board or to specified individual directors, including the Chairman or any other non-management directors, by sending such communications to our corporate headquarters.

Such communications will be reviewed by our outside legal counsel and, depending on the content, will be:

forwarded to the addressees or distributed at the next scheduled board meeting;

if they relate to financial or accounting matters, forwarded to the audit committee or distributed at the next scheduled audit committee meeting;

if they relate to executive officer compensation matters, forwarded to the compensation committee or discussed at the next scheduled compensation committee meeting;

if they relate to the recommendation of the nomination of an individual, forwarded to the full Board or discussed at the next scheduled Board meeting;

if they relate to our operations, forwarded to the appropriate officers of our company, and the response or other handling of such communications reported to the Board at the next scheduled board meeting.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires directors, executive officers and holders of more than 10% of an equity security registered pursuant to Section 12 of the Exchange Act to file various reports with the SEC.

Based solely upon a review of the copies of such reports furnished to the Company, and on written representations from the reporting persons, the Company believes that none of the required reports were filed on time with the SEC during fiscal 2019.

We have adopted a Code of Ethics and Business Conduct applicable to our directors, officers and employees, in accordance with Section 406 of the Sarbanes-Oxley Act, the rules of the SEC promulgated thereunder, and the Nasdaq listing rules.

We have filed a copy of our form of the Code of Ethics and Business Conduct as an exhibit to the registration statement of which this prospectus is a part.

You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov.

In addition, a copy of the Code of Ethics and Business Conduct will be provided without charge upon request from us.

See the section of this prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our Code of Ethics and Business Conduct other than technical, administrative, or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics and Business Conduct applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

We also intend to post amendments to our Code of Ethics and Business Conduct or waivers of its requirements on our website, www.itsburgertime.com.

Certain Legal Proceedings

None of the Company’s directors or executive officers have been involved, in the past ten years and in manner material to an evaluation of such director’s or officer’s ability or integrity to serve as a director or executive officer, in any of those “Certain Legal Proceedings” more fully detailed in Item 401(f) of Regulation S-K, which include but are not limited to, bankruptcies, criminal convictions and an adjudication finding that an individual violated federal or state securities laws.

Limitation of liability and indemnification matters

Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Wyoming law.

Consequently, our directors will not be personally liable to our stockholders or us for monetary damages for any breach of fiduciary duties as directors, except liability for:

any act or omission that involves intentional misconduct, fraud or a knowing violation of law;

any unlawful payment of distributions in violation of the Wyoming Business Corporation Act.

Each of our articles of incorporation and bylaws provides that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Wyoming law.

Our bylaws also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of their actions in that capacity regardless of whether we would otherwise be permitted to indemnify them under Wyoming law.

We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers, and other employees as determined by our board of directors.

With specified exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding.

We believe these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions included in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit our stockholders and us.

Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage.

Executive Compensation.

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The following Summary Compensation Table sets forth all compensation earned in all capacities during the 2020 and 2021 fiscal years by our principal executive officer and principal financial officer.

No other officer or employee of the Company received total compensation for either 2018 or 2019, as determined in accordance with Item 402 of Regulation S-K, that exceeded $100,000:

No other officer or employee of the Company received total compensation for either 2020 or 2021, as determined in accordance with Item 402 of Regulation S-K, which exceeded $100,000:

Name and Principal Position

Non-Qualified Deferred Compensation

All other Compensation

Option Awards

Qualified Deferred Compensation Earnings

Other Compensation ($)

Gary Copperud, Chief Executive Officer

Brimmer, Chief Operating Officer

During the year ended December 30, 2018, prior to the Share Exchange, BTND paid annual compensation of $150,000 to Mr.

Copperud, its managing member, who currently serves as our Chief Executive Officer.

Effective in December 2019, the Company agreed with Brimmer Company, LLC to a fee for Mr.

Brimmer’s services as Chairman, Director and Chief Operating Officer and Chief Financial officer for a fee of $4,500 per month.

Effective in January 2021 this amount has been increased to $5,500 per month.

During fiscal years 2020 and 2021, we paid Mr.

Copperud a salary of $150,000 to serve as the Chief Executive Officer.

He will receive an annual salary of $250,000 plus a discretionary bonus for 2022.

Effective in December 2019, the Company agreed with Brimmer Company, LLC, to retain Mr.

Brimmer’s services as Chief Operating Officer and Chief Financial Officer for a fee of $4,500 per month for 2020, which was increased to $5,500 per month for 2021.

In addition, in 2021, Brimmer Company, LLC was paid a $50,000 bonus based on the company’s financial performance and a $50,000 payment for services rendered in connection with the Company’s successful public stock offering.

Effective January 1, 2022, Mr.

Brimmer was employed by the Company as full-time Chief Financial Officer and Chief Operating Officer with an annual salary of $150,000 plus a discretionary incentive award determined by the Compensation Committee of the Board of Directors.

Except as described above, the Company is not a party to any agreements with its officers.

Director Compensation

We have not paid any compensation to our directors since December 30, 2019.

Officer Compensation

During fiscal 2020, we paid to Mr.

Copperud salary of $150,000 for serving as the Chief Executive Officer and he will receive the same salary for 2021.

Effective in December 2019, the Company agreed with Brimmer Company, LLC for Mr.

Brimmer’s services as Chief Operating Officer and Chief Financial officer for a fee of $4,500 per month and this amount has been increased to $5,500 per month for 2021.

Except as described above, the Company is not party to any agreements with of its officers.

Prior to our initial public offering, we did not pay our directors any compensation.

Upon closing our initial public offering and our listing on The Nasdaq Stock Market in the fourth quarter of 2021, Allan Anderson, Teri Tochihara-Dirks, and Steven Schussler joined our board of non-employee directors.

We agreed to pay each such non-employee director $500 for each board meeting attended and $250 for each committee meeting attended.

In addition, we issued fully vested options to each person to purchase 5,000 shares of common stock under the 2019 Incentive Plan, which are exercisable at $5.00 per share and expire ten years after the grant date.

We also have agreed to issue to each such person options to purchase 2,000 shares of common stock during each year that such person serves on the board of directors.

In our 2022 fiscal year, our board of directors will determine the form and amount of director compensation after reviewing recommendations made by the Compensation Committee.

Compensation Plans

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The Plan Administrator may grant awards to any employee, director, consultant, or other person providing services to us or our affiliates.

As of the date of this Annual Report, we have awarded an aggregate of 4,500 shares of common stock as a stock bonus to thirty of or senior employees.

The Plan shall be initially administered by the Board.

As of the date of this Annual Report, we have awarded an aggregate of 4,500 shares of common stock as a stock bonus to thirty of our senior employees.

The Board administers the Plan.

The Plan Administrator has the authority to determine, within the limits of the express provisions of the Plan, the individuals to whom awards will be granted, the nature, amount, and terms of such awards, and the objectives and conditions for earning such awards.

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Stock Options .

The Plan administrator may grant to a participant options to purchase our common stock that qualify as incentive stock options for purposes of Section 422 of the Internal Revenue Code (“incentive stock options”), options that do not qualify as incentive stock options (“non-qualified stock options”) or a combination thereof.

The Plan Administrator may grant to a participant options to purchase our common stock that qualifies as incentive stock options for purposes of Section 422 of the Internal Revenue Code (“incentive stock options”), options that do not qualify as incentive stock options (“non-qualified stock options”) or a combination thereof.

The terms and conditions of stock option grants, including the quantity, price, vesting periods, and other conditions on exercise, will be determined by the Plan administrator.

The exercise price for stock options will be determined by the Plan administrator in its discretion, but non-qualified stock options and incentive stock options may not be less than 100% of the fair market value of one share of our company’s common stock on the date when the stock option is granted.

The Plan Administrator in its discretion, will determine the exercise price for stock options, but non-qualified stock options and incentive stock options may not be less than 100% of the fair market value of one share of our company’s common stock on the date when the stock option is granted.

Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price may not be less than 110% of the fair market value of one share of common stock on the date the stock option is granted.

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The Plan Administrator may grant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of common stock on the exercise date over the SAR exercise price, times (ii) the number of shares of common stock with respect to which the SAR is exercised.

The exercise price for a SAR will be determined by the Plan administrator in its discretion;

provided, however, that in no event shall the exercise price be less than the fair market value of our common stock on the date of grant.

The Plan administrator will determine the exercise price for a SAR at its discretion, provided, however, that in no event shall the exercise price be less than the fair market value of our common stock on the date of grant.

Restricted Shares and Restricted Units .

The Plan administrator may award to a participant shares of common stock subject to specified restrictions (“restricted shares”).

The Plan administrator may award a participant shares of common stock subject to specified restrictions (“restricted shares”).

Restricted shares are subject to forfeiture if the participant does not meet certain conditions such as continued employment over a specified forfeiture period and/or the attainment of specified performance targets over the forfeiture period.

The Plan administrator also may award to a participant Units representing the right to receive shares of common stock in the future subject to the achievement of one or more goals relating to the completion of service by the participant and/or the achievement of performance or other objectives (“restricted units”).

The terms and conditions of restricted share and restricted unit awards are determined by the Plan administrator.

The Plan administrator determines the terms and conditions of restricted share and restricted unit awards.

Stock Bonuses .

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The Plan Administrator may grant equity-based or equity-related awards referred to as “other stock-based awards,” other than options, SARs, restricted shares, restricted Units, or performance awards.

The terms and conditions of each other stock-based award will be determined by the Plan administrator.

The Plan Administrator will determine the terms and conditions of each other stock-based award.

Payment under any other stock-based awards will be made in common stock or cash, as determined by the Plan administrator.

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The Plan Administrator may grant cash-based incentive compensation awards, which would include performance-based annual cash incentive compensation to be paid to covered employees subject to Section 162(m) of the Code.

The terms and conditions of each cash-based award will be determined by the Plan administrator.

Equity Compensation Plan Information

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

The Plan Administrator will determine the terms and conditions of each cash-based award.

Outstanding Equity Awards at Fiscal Year-End

As of January 2, 2022, we had not issued any awards to officers under the 2019 Incentive Plan;

we have awarded options to purchase an aggregate of 15,000 shares of common stock to our independent directors, which are exercisable at a price of $5.00 per share and expire ten years after the date of grant.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the number of shares of and percent of the Company’s common stock beneficially owned as of March 15, 2022, by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director and executive officer, and (iii) all of our directors and executive officers as a group.

The percentage of shares beneficially owned is computed based on 6,482,502 shares of our common stock and vested officer and director stock options outstanding as of March 15, 2022.

We have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 15, 2022.

We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.

The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Unless otherwise indicated, the address of each person listed below is c/o the Company, 405 Main Avenue West, Suite 2D, West Fargo, ND 58078.

Name of Beneficial Owner Officers and Directors

Number of Shares

Gary Copperud (1)(2)

Kenneth Brimmer (3)

Allan Anderson (4)

Terri Tochihara-Dirks (4)

Schussler (4)

Total for all Officers and Directors

5% Stockholders

Sally Copperud (1)

Zinnecker (5)

Samuel Vandeputte

Trost Family Trust

* Less than 1%.

Gary Copperud and Sally Copperud are husband and wife.

Each such person disclaims beneficial ownership of the other’s shares of common stock.

Includes (i) 164,900 shares of common stock beneficially owned by the Katelyn J.

Copperud Trust and 164,900 shares of common stock beneficially owned by the Blake W.

Copperud Trust, for which trusts Mr.

Copperud is the sole trustee.

(ii) options to purchase 20,000 shares of common at $2.50 per share that are exercisable within 60 days of this Report, and (iii) warrants to purchase 5,000 shares of common stock at $5.50 per share purchase in the Company’s purchased in the Company’s November 2021 stock offering.

Effective February 9, 2022, Mr.

Brimmer was granted an Incentive stock option to purchase 75,000 shares options shares of common at $2.50 per share.

15,000 options are exercisable within 60 days of this Report, the remaining 60,000 options l vest at the rate of 15,000 options per year for four years.

Represents options to purchase shares of our common stock.

Includes warrants to purchase 1,000 shares of common stock at $5.50 per share that Mr.

Zinnecker purchased in the Company’s November 2021 initial public stock offering.

Certain Relationships and Related Transactions, and Director Independence.

Below we describe transactions and any series of related transactions to which we were a party, or may be a party, and which we have entered into since December 31, 2018, or is currently proposed, in which the amounts involved exceeds or will exceed the lesser of $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years and any of our directors, executive officers or holders of more than five percent of our capital stock or an affiliate or immediate family member or such persons , had or will have a direct or indirect material interest.

During fiscal 2017 and 2018, BTND Trading, LLC., an affiliate of the Company by virtue of common ownership, loaned the Company funds for working capital.

At June 28, 2020, the Company owed $207,729 to BTND Trading at 8% annual interest.

In August 2020, the amount due to BTND Trading was repaid in full.

Policies and Procedures for Transactions with Related Parties

Our Board has approved policies and procedures with respect to the review and approval of certain transactions between us and Related Parties (as defined below), which we refer to as our “Related-Party Transaction Policy.” The following is a summary of material provisions of our Related-Party Transaction Policy.

Pursuant to the terms of our Related-Party Transaction Policy, any Related-Party Transaction (as defined below) will be required to be reported to the chair of the audit committee of our Board.

The audit committee will then be required to review and decide whether to approve any such Related-Party Transaction.

For the purposes of our Related-Party Transaction Policy, a “Related-Party Transaction” is defined as a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any Related Party had, has or will have a direct or indirect interest.

For the purposes of our Related-Party Transaction Policy, a “Related Party” is defined as any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer or a nominee to become a director;

any person who is known to be the beneficial owner of more than five percent of our common stock;

any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and any person (other than a tenant or employee) sharing the household of any of the foregoing persons;

and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owners in which such person has a beneficial ownership interest of 10% or more.

Transactions with Related Parties

Below we describe transactions and any series of related transactions to which we were a party, or may be a party, and which we have entered into since January 3, 2021, or is currently proposed, in which the amounts involved exceeds or will exceed the lesser of $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years and any of our directors, executive officers or holders of more than five percent of our capital stock, or an affiliate or immediate family member of such persons, had or will have a direct or indirect material interest.

Gary Copperud has personally guaranteed each of the promissory notes evidencing loans on the real properties owned by the Company.

The Company has paid the salary and benefits of the Company controller based in Fargo, North Dakota and the Company pays monthly rent for the office space of $500 per month.

From time-to-time, the Company’s controller has provided limited bookkeeping and administrative assistance for entities that are controlled by shareholders of the Company.

These are minimal services for which the Company has not been compensated.

During August and October 2019, the Company entered into three Convertible Promissory Note C and Class A Warrant Purchase Agreements with Next Gen Ice, Inc.

(“NGI”), a provider of automated ice delivery systems to convenience stores and other markets, pursuant to which it purchased three convertible promissory notes totaling the principal amount of $179,000 (the “NGI Notes”).

(“NGI”), a provider of automated ice delivery systems to convenience stores and other markets, under which it purchased three convertible promissory notes totaling the principal amount of $179,000 (the “NGI Notes”).

Gary Copperud, our chief executive officer and a member of our board of directors, is a founder and member of the board of directors of NGI.

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Copperud, Mr.

Copperud controls in excess of 50% of the outstanding stock of NGI and serves Chairman of its Board of Directors.

Originally, the NGI Notes were either (i) payable on March 2, 2020 with interest accrued at 14% per year, or (ii) convertible, at the option of the Company, into shares of the series of NGI preferred stock in a qualified financing as defined in the notes.

Copperud controls in excess of 50% of the outstanding stock of NGI and serves as Chairman of its board of directors.

Initially, the NGI Notes were either (i) payable on March 2, 2020, with interest accrued at 14% per year, or (ii) convertible, at the option of the Company, into shares of NGI preferred stock in qualified financing as defined in the notes.

The NGI Notes were repaid in full, including accrued interest in August 2020 following a March 3, 2020, Loan Modification and Extension Agreement pursuant to which the Company agreed to extend the maturity date of the NGI Notes to August 31, 2020.

In consideration of the extension of the term of the NGI Notes:

(i) NGI granted to the Company a security interest in all of NGI’s assets, (ii) issued to the Company a warrant entitling it to purchase 179,000 shares of common stock of NGI at a price of $1.00 per share at any time through March 31, 2023, and (iii) the founders of NGI, of which Mr.

(i) NGI granted to the Company a security interest in all of NGI’s assets, (ii) NGI issued to the Company a warrant entitling it to purchase 179,000 shares of common stock of NGI for $1.00 per share at any time through March 31, 2023, and (iii) the founders of NGI, of which Mr.

Copperud is one, agreed to transfer to the Company 179,000 shares of NGI common stock.

Effective February 2, 2022, the expiration date of the warrants was extended to a March 23, 2028 expiration.

The warrant term extension was granted in consideration for the Company’s investment of $229,000 in NGI Series A1 8% Cumulative Convertible Preferred Stock on February 2, 2022, including a five-year warrant to purchase 57,250 shares at $1.65 per share.

Indemnification of Officers and Directors

Our articles of incorporation and amended bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Wyoming Business Corporation Act.

Further, we intend to enter into indemnification agreements with each of our directors and officers.

We have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement, or payment of a judgment under certain circumstances.

For further information, see “Executive Compensation—Limitations of Liability and Indemnification Matters.”

To the best of our knowledge, during the past two fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds the lesser of (A) $120,000 or (B) one percent of our average total assets at year-end for the last two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).

Principal Accounting Fees and Services.

The following is a summary of the fees billed to the Company by Boulay, PLLP, the Company’s independent registered public accounting firm, for professional services rendered for the fiscal years ended January 3, 2021 and December 29, 2019:

Audit Fees (1)

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All Other Fees

Audit Fees consist of aggregate fees billed for professional services rendered for the audit of the Company’s annual consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports or services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements during the fiscal years ended January 3, 2021 and December 29, 2019, respectively.

The entire Board of Directors of the Company is responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm and approves in advance any services to be performed by the independent registered public accounting firm, whether audit-related or not.

The entire Board of Directors reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent registered public accounting firm.

All of the fees shown above were pre-approved by the entire Board of Directors.

Audit Fees consist of aggregate fees billed for professional services rendered for the audit of the Company’s annual consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and review of registration statement related to our initial public offering, or services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements during the fiscal years ended January 2, 2022, and January 3, 2021, respectively.

Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee is ultimately responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between us and our independent registered public accounting firm.

Our audit committee was seated in November 2021 upon closing our initial public offering.

It approved our engagement of Boulay, PLLP, to conduct the audit of our financial statements for fiscal 2021.

Commencing in fiscal 2022, our audit committee will undertake the full range of its responsibilities described above as detailed in the audit committee charter.

Prior to our initial public offering, the entire Board of Directors of the Company was responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm and for approving in advance any services to be performed by the independent registered public accounting firm, whether audit-related or not.

In connection with our engagement of Boulay, PLLP for fiscal 2021, the entire Board of Directors reviewed each proposed engagement to determine whether the provision of services was compatible with maintaining the independence of the independent registered public accounting firm.

All of the fees shown in the table above were pre-approved by the entire Board of Directors.

Exhibits, Financial Statement Schedules.

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The financial statements required under this item are included in Item 8 of Part II.

Exhibit Number

Location Reference

Amended and Restated Certificate of Incorporation.

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Loan Modification and Extension Agreement dated March 2, 2020, between the registrant and Next Gen Ice, Inc.

Purchase Agreement dated March 2, 2022, by and between BT Brands, Inc.

and Keegan’s Seafood Grille, Inc.

Lease Agreement dated March 2, 2022, by and between BT Brands, Inc.

and NFK Properties, LLC, with respect to the real property located at 1519 Gulf Boulevard, Indian Rocks Beach, Florida 33785.

Subsidiaries of the Registrant

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Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Incorporated by reference from the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2019.

Incorporated by reference from the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on October 18, 2019.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2022.

Filed herewith.

Financial Statement Schedules.

(b) Financial Statement Schedules.

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes thereto.

10 unchanged sentences

Chief Executive Officer and Director

March 11, 2021

(Principal Executive Officer)

March 16, 2022

/s/ Kenneth Brimmer

Chief Operating Officer, Chief Financial Officer,

Chief Operating Officer, Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer and Chairman)

March 16, 2022

(Principal Financial Officer and Principal Accounting Officer and Chairman)

/s/ Jeffrey A.

/s/ Allan Anderson

March 16, 2022

/s/ Steven Schussler

March 16, 2022

/s/ Terri Tochihara-Dirks

March 16, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures