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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-10.2 - PROMISSORY NOTE DATED APRIL 12, 2013 - BlackRidge Technology International, Inc.groteexh102.htm
EXCEL - IDEA: XBRL DOCUMENT - BlackRidge Technology International, Inc.Financial_Report.xls


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 June 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 August 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 JUNE 30, 2013

PART I - Financial Information
Page
     
Item 1.  Financial Statements
 
     
 
Condensed Consolidated Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012
2
     
 
Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2013 and 2012 (unaudited)
3
     
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 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 4T.  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
17
     
Signatures
18
 
 
1

 

PART I - FINANCIAL INFORMATION
 

 
Item 1.  Financial Statements
 
GROTE MOLEN, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

   
June 30,
2013
   
December 31,
2012
 
ASSETS
 
(Unaudited)
       
Current Assets:
           
   Cash
  $ 207,611     $ 237,678  
   Accounts Receivable
    40,041       80,332  
   Inventories
    158,036       151,173  
   Deposits
    298,200       267,600  
   Prepaid Expenses
    30,272       430  
                 
   Total Current Assets
    734,160       737,213  
Property and Equipment, net
    156,353       157,215  
Intangible Assets, net
    65,698       66,224  
                 
   Total Assets
  $ 956,211     $ 960,652  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
         
Current Liabilities:
               
   Accounts Payable and Accrued Expenses
  $ 124,577     $ 95,666  
   Accrued Interest Payable – Related Parties
    32,117       28,676  
   Accrued Interest Payable
    6,083       4,456  
   Income Taxes Payable
    -       29,723  
   Current Portion of Long-Term Debt – Related Party
    41,245       39,837  
   Notes Payable – Related Parties
    119,627       119,627  
   Notes Payable
    47,000       35,000  
                 
   Total Current Liabilities
    370,649       352,985  
                 
Long-Term Debt – Related Party
    74,399       95,379  
                 
   Total Liabilities
    445,048       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
    401,163       402,288  
                 
   Total Stockholders’ Equity
    511,163       512,288  
                 
   Total Liabilities and Stockholders’ Equity
  $ 956,211     $ 960,652  

See Notes to Condensed Consolidated Financial Statements

 
2

 

GROTE MOLEN, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Sales
  $ 415,393     $ 386,724     $ 759,506     $ 840,342  
                                 
Cost of Sales
    291,642       292,592       540,520       602,599  
                                 
Gross Profit
    123,751       94,132       218,986       237,743  
                                 
Operating Costs and Expenses:
                               
   Selling, General and Administrative
    110,265       78,009       208,299       179,334  
   Depreciation and Amortization
    694       630       1,388       1,257  
                                 
   Total Operating Costs and Expenses
    110,959       78,639       209,687       180,591  
                                 
Income From Operations
    12,792       15,493       9,299       57,152  
                                 
 Other Expense:                                
   Interest Expense – Related Parties
    3,849       4,214       7,869       8,528  
   Interest Expense
    921       700       1,628       1,400  
                                 
  Total Other Expense
    4,770       4,914       9,497       9,928  
                                 
Income (Loss) Before Income Taxes
    8,022       10,579       (198 )     47,224  
                                 
Income Tax Provision
    (2,332 )     (2,334 )     (927 )     (10,586 )
                                 
Net Income (Loss)
  $ 5,690     $ 8,245     $ (1,125 )   $ 36,638  
                                 
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

 
3

 

GROTE MOLEN, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
Six Months Ended
June 30,
 
   
2013
   
2012
 
             
Cash Flows from Operating Activities:
           
   Net Income (Loss)
  $ (1,125 )   $ 36,638  
   Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
               
      Depreciation and Amortization
    1,388       1,257  
      (Increase) Decrease in:
               
         Accounts Receivable
    40,291       55  
         Inventories
    (6,863 )     (115,025 )
         Deposits
    (30,600 )     (13,382 )
         Prepaid Expenses
    (29,842 )     (25 )
      Increase (Decrease) in:
               
         Accounts Payable and Accrued Expenses
    28,911       6,214  
         Accrued Interest Payable – Related Parties
    3,441       2,024  
         Accrued Interest Payable
    1,627       1,400  
         Income Taxes Payable
    (29,723 )     327  
                 
   Net Cash Used in Operating Activities
    (22,495 )     (80,517 )
                 
Cash flows from Investing Activities:
               
   Purchase of Property and Equipment
    -       (808 )
                 
   Net Cash Used in Investing Activities
    -       (808 )
                 
Cash Flows from Financing Activities:
               
   Proceeds from Notes Payable
    12,000       -  
   Proceeds from Notes Payable – Related Parties
    -       9,000  
   Repayment of Long-Term Debt – Related Party
    (19,572 )     (18,260 )
                 
   Net Cash Used in Financing Activities
    (7,572 )     (9,260 )
                 
Net Decrease in Cash
    (30,067 )     (90,585 )
 
               
Cash, Beginning of the Period
    237,678       251,401  
                 
Cash, End of the Period
  $ 207,611     $ 160,816  
 
See Notes to Condensed Consolidated Financial Statements

 
4

 

GROTE MOLEN, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS PRESENTED AS OF JUNE 30, 2013 AND FOR THE THREE MONTHS
AND SIX MONTHS ENDED JUNE 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 June 30, 2013 and for the three months and six months ended June 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 June 30, 2013 as well as the consolidated results of operations for the three months and six months ended June 30, 2013 and 2012 and cash flows for the six months ended June 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).

 
5

 

NOTE 2 – DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable consist of the following:

   
June 30,
2013
   
December 31,
2012
 
   
(Unaudited)
       
             
Trade accounts receivable – related parties
  $ 13,368     $ 40,112  
Trade accounts receivable
    21,673       35,220  
Employee advances
    5,000       5,000  
                 
    $ 40,041     $ 80,332  

Property and equipment consist of the following:

   
June 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
    (10,694 )     (9,832 )
                 
    $ 156,353     $ 157,215  
 
Intangible assets consist of the following:

   
June 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
    (7,622 )     (7,096 )
                 
    $ 65,698     $ 66,224  
 
 
6

 

NOTE 3 – RELATED PARTY DEBT

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

   
June 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:

   
June 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
  $  115,644     $  135,216  
Less current portion
    (41,245 )     (39,837 )
                 
Long-term portion
  $ 74,399     $ 95,379  

Interest expense on related party debt was $3,849 and $4,214 for the three months ended June 30, 2013 and 2012 and $7,869 and $8,528 for the six months ended June 30, 2013 and 2012, respectively.  Accrued interest payable to related parties was $32,117 and $28,676 at June 30, 2013 and December 31, 2012, respectively.

 
7

 

NOTE 4 – NOTES PAYABLE

The notes payable totaling $47,000 at June 30, 2013 are comprised of four notes payable to non-related parties, are unsecured, payable on demand and bear interest at 8% per annum.  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 $6,083 and $4,456 at June 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 June 30, 2013 and 2012 and $65,100 for the six months ended June 30, 2013 and 2012.

Each of the two principal stockholders of the Company own companies that are our customers.  Sales to these related parties totaled $26,834 and $25,433 for the three months ended June 30, 2013 and 2012, respectively, or approximately 7% of total sales for each period.  Sales to these related parties totaled $35,489 and $35,307 for the six months ended June 30, 2013 and 2012, respectively, or approximately 5% and 4% of total sales, respectively.  Accounts receivable from these related parties totaled $13,368 and $40,112 at June 30, 2013 and December 31, 2012, respectively.

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

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 June 30, 2013 and December 31, 2012.

NOTE 7 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

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

We paid cash for income taxes of $60,520 and $10,259 for the six months ended June 30, 2013 and 2012, respectively.  We paid cash for interest of $4,427 and $6,504 for the six months ended June 30, 2013 and 2012, respectively.

 
8

 

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 9% and 11% of total sales for the six months ended June 30, 2013 and 2012, respectively.

NOTE 9 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the six months ended June 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.

 
9

 

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

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 electrical and hand operated grain mills and related accessories for home use.

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 June 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.

 
10

 

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 six months ended June 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 six months ended June 30, 2013 and 2012.

 
11

 

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 six months ended June 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 June 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
June 30,
   
Six Months Ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Sales
  $ 388,559     $ 361,291     $ 724,017     $ 805,035  
Sales – related parties
    26,834       25,433       35,489       35,307  
                                 
Total sales
  $ 415,393     $ 386,724     $ 759,506     $ 840,342  

Sales to related parties represented approximately 7% of total sales for each of the three-month periods ended June 30, 2013 and 2012, and approximately 5% and 4% of total sales for the six months ended June 30, 2013 and 2012, respectively.

 
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Our total sales increased $28,669, or approximately 7%, during the three months ended June 30, 2013 compared to the three months ended June 30, 2012.  The increase in sales in the current quarter resulted primarily as a result of successful marketing of our hand operated grain mills and continued positive results from our advertising programs.

Our total sales decreased $80,836, or approximately 10%, during the six months ended June 30, 2013 compared to the six months ended June 30, 2012.  We conducted a year-end sale of our products near the end of 2012, and believe the increased sales in that quarter led to a decreased level of sales in the first part of 2013.

Cost of Sales

Cost of sales was essentially unchanged for the three months ended June 30, 2013 at $291,642, compared to $292,592 for the three months ended June 30, 2012.  Cost of sales for the six months ended June 30, 2013 was $540,520, compared to $602,599 for the six months ended June 30, 2012, a decrease of $62,079, or approximately 10%.  This decrease in cost of sales on a year-to-date basis is primarily attributed to the decrease in sales in the first part of the current year described 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 70% for the three months ended June 30, 2013 compared to approximately 76% for the three months ended June 30, 2012.  Cost of sales as a percentage of sales was approximately 71% for the six months ended June 30, 2013 compared to approximately 72% for the six months ended June 30, 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 $110,265 for the three months ended June 30, 2013, compared to $78,009 for the three months ended June 30, 2012, an increase of $32,256, or approximately 41%.  Selling, general and administrative expenses were $208,299 for the six months ended June 30, 2013, compared to $179,334 for the six months ended June 30, 2012, an increase of $28,965, or approximately 16%.  The increase in these expenses in the current year is primarily attributed to increases in advertising, web development and salaries 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 June 30, 2013 and 2012 and $65,100 for the six months ended June 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 $694 and $630 for the three months ended June 30, 2013 and 2012 and $1,388 and $1,257 for the six months ended June 30, 2013 and 2012, respectively.

 
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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 six months ended June 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 $3,849 and $4,214 for the three months ended June 30, 2013 and 2012 and $7,869 and $8,528 for the six months ended June 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 $921 and $700 for the three months ended June 30, 2013 and 2012 and $1,628 and $1,400 for the six months ended June 30, 2013 and 2012, respectively.  The other interest expense has increased in the current year due to the addition of two new notes payable to non-related parties totaling $12,000.

Liquidity and Capital Resources

As of June 30, 2013, we had total current assets of $734,160, including cash of $207,611, and current liabilities of $370,649, resulting in working capital of $363,511.  Our current assets and working capital included inventories of $158,036 and deposits of $298,200.  Generally, we are required to pay significant advance deposits toward the purchase of inventories from our principal suppliers.  In addition, as of June 30, 2013, we had total stockholders’ equity of $511,163.  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 six months ended June 30, 2013, net cash used in operating activities was $22,495, as a result of our net loss of $1,125, increases in inventories of $6,863, deposits of $30,600 and prepaid expenses of $29,842 and a decrease in income taxes payable of $29,723, partially offset by non-cash expenses of $1,388, a decrease in accounts receivable of $40,291, and increases in accounts payable and accrued expenses of $28,911, accrued interest payable – related parties of $3,441 and accrued interest payable of $1,627.

By comparison, for the six months ended June 30, 2012, net cash used in operating activities was $80,517, as a result of our net income of $36,638, non-cash expenses of $1,257, decrease in accounts receivable of $55, and increases in accounts payable and accrued expenses of $6,214, accrued interest payable – related parties of $2,024, accrued interest payable of $1,400 and income taxes payable of $327, offset by increases in inventories of $115,025, deposits of $13,382 and prepaid expenses of $25.

We had no cash used in or provided by investing activities in the six months ended June 30, 2013.  For the six months ended June 30, 2012, we used $808 in investing activities comprised of the purchase of property and equipment.

For the six months ended June 30, 2013, net cash used in financing activities was $7,572, comprised of repayment of long-term debt – related party of $19,572, partially offset by proceeds from the issuance of notes payable of $12,000.

 
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For the six months ended June 30, 2012, net cash used in financing activities was $9,260, comprised of repayment of long-term debt – related party of $18,260, partially offset by proceeds from the issuance of notes payable – related parties of $9,000.

At June 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 June 30, 2013, we had short-term notes payable to non-related parties totaling $47,000, which are unsecured, bear interest at 8% per annum and are due on demand.

At June 30, 2013, we had long-term debt – related party of $115,644, including current portion of $41,245, 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 $32,117 and $28,676 at June 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

There were no new accounting pronouncements issued during the six months ended June 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.

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 4T.   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 June 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 June 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 June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
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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.

 
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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 March 26, 2013(2)
   
10.2
Promissory Note dated April 12, 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.
 
(2) Incorporated by reference from Exhibit Number 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 15, 2013.
 
* 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.

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

 
 
 
 
 
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