BlackRidge Technology International, Inc. - FORM 10-Q

Attached files

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EX-10.1 - .PDF REFERENCE - BlackRidge Technology International, Inc.	groteexh101.pdf
EXCEL - IDEA: XBRL DOCUMENT - BlackRidge Technology International, Inc.	Financial_Report.xls
EX-31.1 - SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER - BlackRidge Technology International, Inc.	groteexh311.htm
EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - BlackRidge Technology International, Inc.	groteexh321.htm
EX-10.1 - PROMISSORY NOTE DATED AUGUST 6, 2013 - BlackRidge Technology International, Inc.	groteexh101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2013

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to __________

Commission File No. 0-18958

Grote Molen, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		20-1282850
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

322 West Griffith Road
Pocatello, Idaho 83201
(Address of principal executive offices, including zip code)

(208) 234-9352
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company ý

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

As of November 14, 2013, there were 21,000,000 shares of the Registrant’s common stock, $0.001 par value per share, outstanding.

GROTE MOLEN, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2013

PART I - Financial Information

Item 1. Financial Statements

	Condensed Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	2
	Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2013 and 2012 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10

Item 3. Quantitative and Qualitative Disclosures About Market Risk		15

Item 4. Controls and Procedures		15

PART II - Other Information

Item 1. Legal Proceedings		16

Item 1A. Risk Factors		16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		16

Item 3. Defaults upon Senior Securities		16

Item 4. Mine Safety Disclosures		16

Item 5. Other Information		16

Item 6. Exhibits		16

Signatures		17

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GROTE MOLEN, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2013		December 31, 2012
ASSETS	(Unaudited)
Current Assets:
Cash	$	138,125	$	237,678
Accounts Receivable		77,355		80,332
Inventories		225,326		151,173
Deposits		231,670		267,600
Prepaid Expenses		46,294		430

Total Current Assets		718,770		737,213
Property and Equipment, net		155,906		157,215
Intangible Assets, net		65,435		66,224

Total Assets	$	940,111	$	960,652

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses	$	120,253	$	95,666
Accrued Interest Payable – Related Parties		33,836		28,676
Accrued Interest Payable		7,163		4,456
Income Taxes Payable		-		29,723
Current Portion of Long-Term Debt – Related Party		41,967		39,837
Notes Payable – Related Parties		119,627		119,627
Notes Payable		62,000		35,000

Total Current Liabilities		384,846		352,985

Long-Term Debt – Related Party		63,632		95,379

Total Liabilities		448,478		448,364

Stockholders’ Equity:
Preferred Stock, $.001 Par Value, 5,000,000 Shares Authorized, No Shares Issued and Outstanding		-		-
Common Stock, $.001 Par Value, 100,000,000 Shares Authorized, 21,000,000 Shares Issued and Outstanding		21,000		21,000
Additional Paid-In Capital		89,000		89,000
Retained Earnings		381,633		402,288

Total Stockholders’ Equity		491,633		512,288

Total Liabilities and Stockholders’ Equity	$	940,111	$	960,652

See Notes to Condensed Consolidated Financial Statements

GROTE MOLEN, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012

Sales	$	344,905		$	441,536		$	1,104,411		$	1,281,878

Cost of Sales		275,253			342,174			815,773			944,773

Gross Profit		69,652			99,362			288,638			337,105

Operating Costs and Expenses:
Selling, General and Administrative		88,440			91,625			296,739			270,959
Depreciation and Amortization		710			694			2,098			1,951

Total Operating Costs and Expenses		89,150			92,319			298,837			272,910

Income (Loss ) From Operations		(19,498	)		7,043			(10,199	)		64,195

Other Expense:
Interest Expense – Related Parties		3,675			4,093			11,544			12,621
Interest Expense		1,080			700			2,708			2,100

Total Other Expense		4,755			4,793			14,252			14,721

Income (Loss) Before Income Taxes		(24,253	)		2,250			(24,451	)		49,474

Income Tax (Provision) Benefit		4,723			(960	)		3,796			(11,546	)

Net Income (Loss)	$	(19,530	)	$	1,290		$	(20,655	)	$	37,928

Net Income (Loss) Per Common Share -
Basic and Diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00

Weighted Average Shares Outstanding -
Basic and Diluted		21,000,000			21,000,000			21,000,000			21,000,000

See Notes to Condensed Consolidated Financial Statements

GROTE MOLEN, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2013			2012

Cash Flows from Operating Activities:
Net Income (Loss)	$	(20,655	)	$	37,928
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Depreciation and Amortization		2,098			1,951
(Increase) Decrease in:
Accounts Receivable		2,977			(87,815	)
Inventories		(74,153	)		(53,168	)
Deposits		35,930			3,885
Prepaid Expenses		(45,864	)		(24	)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses		24,587			85,279
Accrued Interest Payable – Related Parties		5,160			3,488
Accrued Interest Payable		2,707			2,100
Income Taxes Payable		(29,723	)		(2,450	)

Net Cash Used in Operating Activities		(96,936	)		(8,826	)

Cash flows from Investing Activities:
Purchase of Property and Equipment		-			(133,308	)
Purchase of Intangible Assets		-			(62,720	)

Net Cash Used in Investing Activities		-			(196,028	)

Cash Flows from Financing Activities:
Proceeds from Notes Payable		27,000			-
Proceeds from Notes Payable – Related Parties		-			24,000
Repayment of Long-Term Debt – Related Party		(29,617	)		(27,630	)

Net Cash Used in Financing Activities		(2,617	)		(3,630	)

Net Decrease in Cash		(99,553	)		(208,484	)

Cash, Beginning of the Period		237,678			251,401

Cash, End of the Period	$	138,125		$	42,917

See Notes to Condensed Consolidated Financial Statements

GROTE MOLEN, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS PRESENTED AS OF SEPTEMBER 30, 2013 AND FOR THE THREE MONTHS

AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 ARE UNAUDITED)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNICANT ACCOUNTING POLICIES

Organization

Grote Molen, Inc. (“Grote Molen”) was incorporated under the laws of the State of Nevada on March 15, 2004. BrownWick, LLC (“BrownWick”), a wholly-owned subsidiary, was formed in the State of Idaho on June 5, 2005. The principal business of Grote Molen and BrownWick (collectively the “Company”) is to distribute grain mills and related accessories for home use.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Grote Molen and BrownWick. All significant inter-company balances and transactions have been eliminated.

Basis of Presentation

The accompanying condensed consolidated financial statements as of September 30, 2013 and for the three months and nine months ended September 30, 2013 and 2012 are unaudited. In the opinion of management, all adjustments have been made, consisting of normal recurring items, that are necessary to present fairly the consolidated financial position as of September 30, 2013 as well as the consolidated results of operations for the three months and nine months ended September 30, 2013 and 2012 and cash flows for the nine months ended September 30, 2013 and 2012 in accordance with U.S. generally accepted accounting principles. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. The interim condensed consolidated financial statements and related notes thereto should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2012.

Earnings Per Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period.

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is anti-dilutive. We have not granted any stock options or warrants since inception of the Company.

Comprehensive Income (Loss)

Comprehensive income (loss) is the same as net income (loss).

NOTE 2 – DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable consist of the following:

	September 30, 2013		December 31, 2012
	(Unaudited)

Trade accounts receivable – related parties	$	15,846	$	40,112
Trade accounts receivable		56,509		35,220
Employee advances		5,000		5,000

	$	77,355	$	80,332

Property and equipment consist of the following:

	September 30, 2013			December 31, 2012
	(Unaudited)

Office equipment	$	4,335		$	4,335
Warehouse equipment		10,097			10,097
Website development		2,000			2,000
Construction in progress		150,615			150,615

		167,047			167,047
Accumulated depreciation		(11,141	)		(9,832	)

	$	155,906		$	157,215

Intangible assets consist of the following:

	September 30, 2013			December 31, 2012
	(Unaudited)

License – definite life	$	10,500		$	10,500
License – indefinite life		62,720			62,720
Patent		100			100

		73,320			73,320
Accumulated amortization		(7,885	)		(7,096	)

	$	65,435		$	66,224

NOTE 3 – RELATED PARTY DEBT

Notes payable – related parties are unsecured and are comprised of the following:

	September 30, 2013		December 31, 2012
	(Unaudited)

Note payable to a stockholder, due on demand, with interest at 6% per annum	$	30,000	$	30,000

Note payable to a stockholder, due on demand, with interest at 6% per annum		3,500		3,500

Note payable to a stockholder, due on demand, with interest at 6% per annum		38,000		38,000

Note payable to a stockholder, due on demand, with interest at 6% per annum		10,000		10,000

Note payable to a stockholder, due on demand, with interest at 6% per annum		5,000		5,000

Note payable to a stockholder, due on demand, with interest at 8% per annum		9,000		9,000

Note payable to a stockholder, due on demand, with interest at 8% per annum		15,000		15,000

Non-interest bearing advances from stockholders, with no formal repayment terms		9,127		9,127

Total	$	119,627	$	119,627

Long-term debt – related party is comprised of the following:

	September 30, 2013			December 31, 2012
	(Unaudited)

Note payable to a stockholder, due in monthly installments of $4,000 through February 2016, with interest at 6.97 % per annum	$	105,599		$	135,216
Less current portion		(41,967	)		(39,837	)

Long-term portion	$	63,632		$	95,379

Interest expense on related party debt was $3,675 and $4,093 for the three months ended September 30, 2013 and 2012, and $11,544 and $12,621 for the nine months ended September 30, 2013 and 2012, respectively. Accrued interest payable to related parties was $33,836 and $28,676 at September 30, 2013 and December 31, 2012, respectively.

NOTE 4 – NOTES PAYABLE

The notes payable totaling $62,000 at September 30, 2013 are comprised of five notes payable to non-related parties, are unsecured, payable on demand and bear interest at annual rates ranging from 6% to 8%. The notes payable totaling $35,000 at December 31, 2012 are comprised of two notes payable to a non-related party, are unsecured, payable upon demand, and bear interest at 8% per annum. Accrued interest payable on the notes payable was $7,163 and $4,456 at September 30, 2013 and December 31, 2012, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

Pursuant to an agreement effective in February 2011, we pay a monthly management fee to a company owned by one of the major stockholders of the Company to manage our day-to-day business activities and to provide business space. We paid monthly management fees in varying amounts to this related party pursuant to prior agreements approved by the stockholders of the Company. The agreement is on a month-to-month basis and can be cancelled at any time by the vote of management. Effective February 1, 2011, the monthly fee was increased to $10,700. Also included in management fees are monthly payments of $150 to another major stockholder of the Company for expense reimbursement. Included in selling, general and administrative expenses were management fees totaling $32,550 for the three months ended September 30, 2013 and 2012 and $97,650 for the nine months ended September 30, 2013 and 2012, respectively.

Each of the two principal stockholders of the Company own companies that are our customers. Sales to these related parties totaled $19,932 and $31,196 for the three months ended September 30, 2013 and 2012, or approximately 6% and 7% of total sales, respectively. Sales to these related parties totaled $55,420 and $66,503 for the nine months ended September 30, 2013 and 2012, respectively, or approximately 5% of total sales for each period. Accounts receivable from these related parties totaled $15,846 and $40,112 at September 30, 2013 and December 31, 2012, respectively.

Accounts payable to these related parties totaled $600 and $150 at September 30, 2013 and December 31, 2012, respectively.

See Note 3 for discussion of related party debt and interest expense.

NOTE 6 – CAPITAL STOCK

The Company’s preferred stock may have such rights, preferences and designations and may be issued in such series as determined by our Board of Directors. No shares of preferred stock were issued and outstanding at September 30, 2013 and December 31, 2012.

NOTE 7 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

During the nine months ended September 30, 2013 and 2012, we had no non-cash financing and investing activities.

We paid cash for income taxes of $71,820 and $13,996 for the nine months ended September 30, 2013 and 2012, respectively. We paid cash for interest of $6,383 and $9,134 for the nine months ended September 30, 2013 and 2012, respectively.

NOTE 8 – SIGNIFICANT CUSTOMERS

In addition to the sales to related parties discussed in Note 5, we had sales to one customer that accounted for approximately 8% of total sales for the each of the nine-month periods ended September 30, 2013 and 2012.

NOTE 9 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the nine months ended September 30, 2013 and through the date of this filing that we believe are applicable to or would have a material impact on the consolidated financial statements of the Company.

NOTE 10 – SUBSEQUENT EVENTS

We have evaluated events occurring after the date of our accompanying consolidated balance sheets through the date the financial statements were issued. We did not identify any material subsequent events requiring adjustment to or disclosure in our accompanying consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Company’s views with respect to future events based upon information available to it at this time. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements. These uncertainties and other factors include, but are not limited to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2012 in Part I, Item 1A under the caption “Risk Factors.” The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.

You should read the following discussion in conjunction with our condensed consolidated financial statements, which are included elsewhere in this report. The following information contains forward-looking statements. (See “Forward-Looking Statements” and “Risk Factors.”)

General

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Accounts Receivable

Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. We determine the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. We determined that no allowance for doubtful accounts was required at September 30, 2013 and December 31, 2012.

Inventories

Inventories, consisting primarily of grain mills, parts and accessories, are stated at the lower of cost or market, with cost determined using primarily the first-in-first-out (FIFO) method. We purchase substantially all inventories from two foreign suppliers, and have been dependent on those suppliers for substantially all inventory purchases since we commenced operations.

Deposits

At times, we are required to pay advance deposits toward the purchase of inventories from our principal suppliers. Such advance payments are recorded as deposits, a current asset in the accompanying consolidated financial statements.

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets, which range from 3 to 10 years. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed and any resulting gain or loss is recognized in operations for the period. The cost of maintenance and repairs is charged to operations as incurred. Significant renewals and betterments are capitalized.

Intangible Assets

Intangible assets are recorded at cost, less accumulated amortization. Amortization of definite lived intangible assets is computed using the straight-line method based on the estimated useful lives or contractual lives of the assets, which range from 10 to 30 years.

Impairment of Long-Lived Assets

We periodically review our long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. No events or changes in circumstances have occurred to indicate that the carrying amount of our long-lived assets may not be recoverable. Therefore, no impairment loss was recognized during the three months and nine months ended September 30, 2013 and 2012.

Revenue Recognition

We record revenue from the sales of grain mills and accessories in accordance with the underlying sales agreements when the products are shipped, the selling price is fixed and determinable, and collection is reasonably assured.

Warranties

We provide limited warranties to our customers for certain of our products sold. We perform warranty work at our service center in Pocatello, Idaho or at other authorized service locations. Warranty expenses have not been material to our consolidated financial statements.

Research and Development Costs

Research and development costs are expensed as incurred in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) Topic 730, Research and Development. The costs of materials and other costs acquired for research and development activities are charged to expense as incurred. Salaries, wages, and other related costs of personnel, as well as other facility operating costs are allocated to research and development expense through management’s estimate of the percentage of time spent by personnel in research and development activities. We had no material research and development costs for the three months and nine months ended September 30, 2013 and 2012.

Income Taxes

We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

FASB ASC Topic 740, Income Taxes, requires us to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, we must measure the tax position to determine the amount to recognize in our consolidated financial statements. We performed a review of our material tax positions in accordance with recognition and measurement standards established by ASC Topic 740 and concluded we had no unrecognized tax benefit which would affect the effective tax rate if recognized for the three months and nine months ended September 30, 2013 and 2012.

We include interest and penalties arising from the underpayment of income taxes, if any, in our consolidated statements of operations in general and administrative expenses. As of September 30, 2013 and December 31, 2012, we had no accrued interest or penalties related to uncertain tax positions.

Fair Value of Financial Instruments

Our financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short-term nature of these items. We believe the carrying amount of the notes payable approximates fair value because the interest rates on the notes approximate market rates of interest.

Results of Operations

Sales

Our business is not seasonal; however, our quarterly sales, including sales to related parties, may fluctuate materially from period to period. At times, we derive a significant portion of our revenues from sales to related parties. Each of our two principal stockholders own companies that are significant customers. Our sales were comprised of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012

Sales	$	324,973	$	410,340	$	1,048,991	$	1,215,375
Sales – related parties		19,932		31,196		55,420		66,503

Total sales	$	344,905	$	441,536	$	1,104,411	$	1,281,878

Sales to related parties represented approximately 6% and 7% of total sales for the three months ended September 30, 2013 and 2012, respectively, and approximately 5% of total sales for each of the nine months ended September 30, 2013 and 2012.

Our total sales decreased $96,631, or approximately 22%, during the three months ended September 30, 2013 compared to the three months ended September 30, 2012. Our total sales decreased $177,467, or approximately 14%, during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012. We believe this decrease in sales is due to an overall slow-down in the preparedness market and continued slow economic recovery in the United States.

Cost of Sales

Cost of sales decreased $66,921, or approximately 20%, for the three months ended September 30, 2013 compared to the three months ended September 30, 2012, and decreased $129,000, or approximately 14%, for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012. This decrease in cost of sales is primarily attributed to the decrease in sales in the first nine months of the current year discussed above. Cost of sales as a percentage of sales may fluctuate from period to period, based on the mix of products sold during a particular period and pricing arrangements with our suppliers. Cost of sales as a percentage of sales was approximately 80% for the three months ended September 30, 2013 compared to approximately 77% for the three months ended September 30, 2012. Cost of sales as a percentage of sales was approximately 74% for the nine months ended September 30, 2013 and 2012. We purchase substantially all inventories from two foreign suppliers, and have been dependent on those suppliers for substantially all inventory purchases since we commenced operations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $88,440 for the three months ended September 30, 2013, compared to $91,625 for the three months ended September 30, 2012, a decrease of $3,185, or approximately 3%. Selling, general and administrative expenses were $296,739 for the nine months ended September 30, 2013, compared to $270,959 for the nine months ended September 30, 2012, an increase of $25,780, or approximately 10%. The increase in these expenses in the first nine months of the current year is primarily attributed to increases in advertising and web development expenses.

Pursuant to an agreement effective in February 2011, we pay a monthly management fee to a company owned by one of the major stockholders of the Company to manage our day-to-day business activities and to provide business space. We paid monthly management fees in varying amounts to this related party pursuant to prior agreements approved by the stockholders of the Company. The agreement is on a month-to-month basis and can be cancelled at any time by the vote of management. Effective February 1, 2011, the monthly fee was increased to $10,700. Also included in management fees are monthly payments of $150 to another major stockholder of the Company for expense reimbursement. Included in selling, general and administrative expenses were management fees totaling $32,550 for the three months ended September 30, 2013 and 2012, and $97,650 for the nine months ended September 30, 2013 and 2012.

Depreciation and Amortization Expense

Depreciation and amortization expense currently is not material to our business and has remained relatively constant for all periods presented. Depreciation and amortization expense was $710 and $694 for the three months ended September 30, 2013 and 2012, and $2,098 and $1,951 for the nine months ended September 30, 2013 and 2012, respectively.

Research and Development Expenses

Research and development activities are not currently significant to our business. We did not incur material research and development expenses in the three months and nine months ended September 30, 2013 and 2012.

Other Expense: Interest Expense

Other expense includes interest expense on our indebtedness, a significant portion of which is indebtedness to related parties. Total interest expense – related parties was $3,675 and $4,093 for the three months ended September 30, 2013 and 2012, and $11,544 and $12,621 for the nine months ended September 30, 2013 and 2012, respectively. Interest expense – related parties continues to decrease each period as we repay our long-term debt to a related party. Other interest expense to non-related parties was $1,080 and $700 for the three months ended September 30, 2013 and 2012, and $2,708 and $2,100 for the nine months ended September 30, 2013 and 2012, respectively. The other interest expense has increased in the current year due to the addition of notes payable to non-related parties totaling $27,000.

Liquidity and Capital Resources

As of September 30, 2013, we had total current assets of $718,770, including cash of $138,125, and current liabilities of $384,846, resulting in working capital of $333,924. Our current assets and working capital included inventories of $225,326 and deposits of $231,670. Generally, we are required to pay significant advance deposits toward the purchase of inventories from our principal suppliers. In addition, as of September 30, 2013, we had total stockholders’ equity of $491,633. We have financed our operations, the acquisition of inventories, and the payment of vendor deposits from our operations, short-term loans from our principal stockholders and non-related parties, and from the issuance of our common stock.

For the nine months ended September 30, 2013, net cash used in operating activities was $96,936, as a result of our net loss of $20,655, increases in inventories of $74,153 and prepaid expenses of $45,864 and a decrease in income taxes payable of $29,723, partially offset by non-cash expenses of $2,098, decreases in accounts receivable of $2,977 and in deposits of $35,930, and increases in accounts payable and accrued expenses of $24,587, accrued interest payable – related parties of $5,160 and accrued interest payable of $2,707.

By comparison, for the nine months ended September 30, 2012, net cash used in operating activities was $8,826, as a result of our net income of $37,928, non-cash expenses of $1,951, decrease in deposits of $3,885, and increases in accounts payable and accrued expenses of $85,279, accrued interest payable – related parties of $3,488, and accrued interest payable of $2,100, offset by increases in accounts receivable of $87,815, inventories of $53,168, and prepaid expenses of $24, and a decrease in income taxes payable of $2,450.

We had no cash used in or provided by investing activities in the nine months ended September 30, 2013. For the nine months ended September 30, 2012, we used net cash of $196,028 in investing activities comprised of the purchase of property and equipment of $133,308 and the purchase of intangible assets of $62,720.

For the nine months ended September 30, 2013, net cash used in financing activities was $2,617, comprised of repayment of long-term debt – related party of $29,617, partially offset by proceeds from the issuance of notes payable of $27,000.

For the nine months ended September 30, 2012, net cash used in financing activities was $3,630, comprised of repayment of long-term debt – related party of $27,630, partially offset by proceeds from the issuance of notes payable – related parties of $24,000.

At September 30, 2013, we had short-term notes payable – related parties totaling $119,627, which are payable to our principal stockholders, are unsecured, bear interest at rates ranging from 6% to 8% per annum and are generally due on demand. In addition, at September 30, 2013, we had short-term notes payable to non-related parties totaling $62,000, which are unsecured, bear interest at rates ranging from 6% to 8% per annum and are due on demand.

At September 30, 2013, we had long-term debt – related party of $105,599, including current portion of $41,967, payable to a principal stockholder, bearing interest at 6.97% per annum and due in monthly installments of $4,000 through February 2016.

Accrued interest payable – related parties was $33,836 and $28,676 at September 30, 2013 and December 31, 2012, respectively. Other accrued interest payable was $7,163 and $4,456 at September 30, 2013 and December 31, 2012, respectively.

We believe we will have adequate funds to meet our obligations for the next twelve months from our current cash and projected cash flows from operations.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

Pursuant to an agreement effective in February 2011, we pay a monthly management fee to a company owned by one of the major stockholders of the Company to manage the day-to-day business activities of the Company and provide business space. The agreement is on a month-to-month basis and can be cancelled at any time by the vote of management. We paid monthly management fees in varying amounts to this related party pursuant to prior agreements approved by the stockholders of the Company. Effective February 1, 2011, the monthly fee was increased to $10,700.

We also pay another major stockholder of the Company at the rate of $150 per month for expense reimbursement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable. The Company is a “smaller reporting company.”

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our President and Treasurer who serves as our principal executive and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“the Exchange Act”) as of September 30, 2013, the end of the period covered by this report. Based upon that evaluation, our President and Treasurer concluded that our disclosure controls and procedures as of September 30, 2013 were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Treasurer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in internal controls over financial reporting.

There was no change in our internal control over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings.

Item 1A. Risk Factors

See the risk factors described in Item 1A of the Company’s 2012 annual report on Form 10-K filed with the SEC on April 15, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not Applicable.

Item 6: Exhibits

The following exhibits are filed as part of this report:

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation(1)
3.2	Bylaws(1)
10.1	Promissory Note dated August 6, 2013*
31.1	Section 302 Certification of Chief Executive and Chief Financial Officer*
32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*
101 INS**	XBRL Instance Document*
101SCH**	XBRL Taxonomy Extension Schema*
101 CAL**	XBRL Taxonomy Extension Calculation Linkbase*
101 DEF**	XBRL Taxonomy Extension Definition Linkbase*
101 LAB**	XBRL Taxonomy Extension Label Linkbase*
101 PRE**	XBRL Taxonomy Extension Presentation Linkbase*

(1) Incorporated by reference from Exhibit Numbers 3.1 and 3.2 of the Company’s registration statement on Form 10 filed with the SEC on May 14, 2010.

* Exhibits filed with this report.

** XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

SIGNATURES

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

	Grote Molen, Inc.


Dated: November 14, 2013	By /s/ John B. Hofman
	John B. Hofman
	President, Secretary and Treasurer
	(Principal Executive and Accounting Officer)

Attached files

BlackRidge Technology International, Inc. Reports

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