SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

BT Brands, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

0557MQ 10 7

(CUSIP Number)

 

January 12, 2023

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐   Rule 13d-1(b)

☐   Rule 13d-1(c)
☒   Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

 

1

Names of Reporting Person.

 

Maxim Partners LLC

2

Check the Appropriate Box if a Member of a Group

(a)  ☐

(b)  ☐

 

3

SEC Use Only

 

4 Citizenship or Place of Organization
   
  New York

Number of 
Shares
Beneficially
Owned by 
Each 
Reporting 
Person With		 5

Sole Voting Power

 

206,578

6

Shared Voting Power (see Item 5 below)

 

0

7

Sole Dispositive Power

 

206,578

8

Shared Dispositive Power (see Item 5 below)

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

206,578

10

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

11

Percent of Class Represented by Amount in Row (11)

 

3.1%

12

Type of Reporting Person

 

OO

 

1 

 

 

1

Names of Reporting Person.

 

MJR Holdings, LLC

2

Check the Appropriate Box if a Member of a Group

(a)  ☐

(b)  ☐

 

3

SEC Use Only

 

4 Citizenship or Place of Organization
   
  New York

Number of 
Shares
Beneficially
Owned by 
Each 
Reporting 
Person With		 5

Sole Voting Power

 

206,578

6

Shared Voting Power (see Item 5 below)

 

0

7

Sole Dispositive Power

 

206,578

8

Shared Dispositive Power (see Item 5 below)

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

206,578

10

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

11

Percent of Class Represented by Amount in Row (11)

 

3.1%

12

Type of Reporting Person

 

OO

 

2 

 

 


1

Names of Reporting Person.

 

Michael Rabinowitz

2

Check the Appropriate Box if a Member of a Group

(a)  ☐

(b)  ☐

 

3

SEC Use Only

 

4 Citizenship or Place of Organization
   
  United States

Number of 
Shares
Beneficially
Owned by 
Each 
Reporting 
Person With		 5

Sole Voting Power

 

206,578 (1)

6

Shared Voting Power (see Item 5 below)

 

0

7

Sole Dispositive Power

 

206,578

8

Shared Dispositive Power (see Item 5 below)

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

206,578

10

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

11

Percent of Class Represented by Amount in Row (11)

 

3.1%

12

Type of Reporting Person

 

IN

 

  (1) Represents warrants to purchase 206,578 common stock held by Maxim Partners LLC.  MJR Holdings LLC is the managing member of Maxim Partners LLC.  Michael Rabinowitz is the managing member of MJR Holdings LLC and, therefore, has sole voting and dispositive power over the securities held by Maxim Partners LLC.  Mr. Rabinowitz disclaims beneficial ownership over any securities owned by Maxim Partners LLC and MJR Holdings except to the extent of his pecuniary interest therein.

 

3 

 

 

SCHEDULE 13G

 

This Schedule 13G is filed on behalf of Maxim Partners LLC (“Maxim Partners”), MJR Holdings, LLC (“MJR Holdings”) and Michael Rabinowitz, (together with the Maxim Partners and MJR Holdings, the “Reporting Persons”).

 

Item 1(a). Name of Issuer
   
  BT Brands, Inc. (“Issuer”)
   
Item 1(b). Address of the Issuer’s Principal Executive Offices
   
  405 Main Avenue West, Suite 2D, West Fargo, ND 58078

 

Item 2(a). Names of Persons Filing
   
  This Statement is filed on behalf of each of the following Reporting Persons:

 

  (i) Maxim Partners LLC
  (ii) MJR Holdings, LLC
  (iii) Michael Rabinowitz 

 

Item 2(b). Address of the Principal Business Office, or if none, Residence:
   
  The address of each of the Reporting Persons is 300 Park Avenue, 16th Floor, New York, NY 10022.
   
Item 2(c). Citizenship

 

  (i) Maxim Partners is formed in the State of New York.
  (ii) MJR Holdings is formed in the State of New York.
  (iii) Michael Rabinowitz is a citizen of the United States.

 

Item 2(d). Title of Class of Securities
   
  Common Stock, $0.001 par value (“Common Stock”)
   
Item 2(e). CUSIP Number
   
  0557MQ 10 7

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a)  Broker or Dealer registered under Section 15 of the Exchange Act.
   
  (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
   
  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
   
  (d) Investment company registered under Section 8 of the Investment Company Act.
   
  (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
   
  (f)  An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
   
  (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
   
  (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
   
  (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
   
  (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
   
  Not applicable

 

4 

 

 

Item 4.

Ownership 

   
  The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
   
Item 5. Ownership of Five Percent or Less of a Class
   
  Reporting Persons own less than 5% of the shares of the Issuer.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not Applicable 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  Not Applicable
   
Item 8. Identification and Classification of Members of the Group
   
  Not Applicable
   
Item 9. Notice of Dissolution of Group
   
  Not Applicable
   
Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

5 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: January 18, 2023 Maxim Partners LLC, by MJR Holdings, LLC, managing member
     
  By: /s/ Michael Rabinowtiz
    Name: Michael Rabinowitz
    Title: Managing Member
     

Date: January 18, 2023

MJR Holdings, LLC

     
  By: /s/ Michael Rabinowtiz
    Name: Michael Rabinowitz
    Title: Managing Member
     
Date: January 18, 2023 By: /s/ Michael Rabinowitz

 

6 

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