UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONCOMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý☒ Quarterly Report Pursuant to Section.   QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016March 31, 2017

☐Transition Report Pursuant to Section.TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________________ to____________

Commission File No. 0-18958Number: 000-53661

Grote Molen, Inc.
GROTE MOLEN, INC.
(Exact Name of Registrant as Specified in Its Charter)
(Exact name of issuer as specified in its charter)

Nevada
20-1282850
(State or other jurisdictionOther Jurisdiction of incorporation or organization)(I.R.S. Employer IdentificationI.D. No.)

322 West Griffith Road
10615 Professional Circle, Suite 201
Pocatello, Idaho 83201Reno, NV 89521
(Address of principal executive offices, including zip code)Principal Executive Offices)

(208) 234-9352(855) 807-8776
(Registrant's telephone number, including area code)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 markcheckmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive DataDate File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405(§ 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 definitionsdefinition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
 ☐Accelerated filer
☐
Accelerated filer .☐
Non-accelerated filer
Non-accelerated filer ☐.(Do not check if a smaller reporting company)
Smaller reporting company
☒
Emerging growth company
 ☒   ý.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(aq) of the Exchange Act.  Yes      . No ☒ .

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

APPLICABLE ONLY TO CORPORATE ISSUERS

AsIndicate the number of November 14, 2016, there were 23,946,000 shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of each of the Registrant's classes of common stock, $0.001 par value per share, outstanding.equity, as of the latest practicable date:
Class
Outstanding as of May 15, 2017
Common Capital Voting Stock, $0.001 par value per share30,878,620 shares


GROTE MOLEN, INC. AND SUBSIDIARY
FORM 10-QFORWARD LOOKING STATEMENTS

FOR THE QUARTER ENDED SEPTEMBER 30, 2016This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management's existing beliefs about present and future events outside of management's control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.


PART I - FINANCIAL INFORMATION

Item 1. Financial InformationStatements.

March 31, 2017

C O N T E N T S

PART I - Financial Information
Item 1.  Financial Statements  (Unaudited)Page
  
 Condensed Consolidated Balance Sheets as of September 30, 2016March 31, 2017 and December 31, 201520162
   
 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and Nine Months Ended September 30, 2016 and 20153
   
 Condensed Consolidated Statements of Changes in Stockholder's Deficit4
Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2017 and 2016 and 201545
   
 Notes to Condensed Consolidated Financial Statements56
   
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations 1312
  
Item 3.  Quantitative and Qualitative Disclosures About Market Risk 2016
  
Item 4.  Controls and Procedures 2016
   
 PART II - Other Information  
  
Item 1.  Legal Proceedings 2017
  
Item 1A.  Risk Factors 2017
  
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 2017
  
Item 3.  Defaults upon Senior Securities 2117
  
Item 4.  Mine Safety Disclosures 2117
  
Item 5.  Other Information 2117
  
Item 6.  Exhibits 2118
  
Signatures 2319


1
PART I - FINANCIAL INFORMATIONGROTE MOLEN, INC.

Item 1.  Financial StatementsCONSOLIDATED BALANCE SHEETS (unaudited)

GROTE MOLEN, INC. AND SUBSIDIARY 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(UNAUDITED) 
  
  
September 30,
2016
  
December 31,
2015
 
ASSETS      
Current assets:      
   Cash $54,687  $9,251 
   Accounts receivable  25,015   27,565 
   Accounts receivable – related parties  18,787   11,365 
   Inventories  950,117   708,893 
   Deposits  20,000   64,685 
   Prepaid expenses  402   356 
   Total current assets  1,069,008   822,115 
Property and equipment, net  127,064   139,688 
Intangible assets, net  62,820   63,068 
         
   Total assets $1,258,892  $1,024,871 
         
LIABILITIES AND STOCKHOLDERS' EQUITY     
Current liabilities:        
   Accounts payable and accrued expenses $222,400  $73,020 
   Accounts payable – related parties  14,155   1,950 
   Accrued interest payable – related parties  38,584   53,507 
   Accrued interest payable  17,337   22,686 
   Current portion of long-term debt – related party  -   2,943 
   Notes payable – related parties  234,887   130,127 
   Notes payable  118,000   136,100 
   Total current liabilities  645,363   420,333 
         
Long-term debt:        
   Note payable  144,436   145,139 
   Total long-term debt  144,436   145,139 
         
   Total liabilities  789,799   565,472 
         
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, 23,891,000 shares issued and outstanding  23,891   22,200 
   Additional paid-in capital  365,645   147,800 
   Retained earnings  79,557   289,399 
   Total stockholders' equity  469,093   459,399 
         
   Total liabilities and stockholders' equity $1,258,892  $1,024,871 
  March 31,  December 31, 
  2017  2016 
       
ASSETS      
Current Assets      
Cash $2,098,340  $57,033 
Accounts receivable  3,540   - 
Prepaid expenses  156,254   100,954 
Total Current Assets  2,258,134   157,987 
         
Intangible assets, net  6,118,508   5,923,543 
Total Assets $8,376,642  $6,081,530 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current Liabilities        
Accounts payable and accrued expenses $2,361,786  $2,038,273 
Accounts payable and accrued expenses – related party  772,865   709,725 
Accrued interest  60,678   52,888 
Accrued interest – related party  1,403,455   1,241,911 
Advances  40,000   - 
Advances – related party  160,000   110,000 
Wages payable  11,062,132   10,696,311 
Deferred revenue  19,737   19,988 
Notes payable  89,221   89,221 
Current portion of long term debt  400,000   400,000 
Convertible notes, short term, net of discounts  98,000   - 
Convertible notes, short term – related party  284,172   284,172 
Short term portion of convertible notes, long term – related party  3,712,638   - 
Total Current Liabilities  20,464,684   15,642,489 
         
Noncurrent Liabilities        
Contingent liability  37,500   37,500 
Notes payable  677,771   800,000 
Convertible notes payable, long term – related party  -   3,712,638 
Total Liabilities  21,179,955   20,192,627 
         
Commitments and Contingencies  -   - 
         
Stockholders' Deficit        
Preferred Stock, Par Value $0.001, 5,000,000 shares authorized; 3,783,818 and 3,671,316 issued and outstanding as March 31, 2017 and December 31, 2016, respectively  3,784   3,671 
Common Stock, Par Value $0.001, 100,000,000 shares authorized; 27,960,843 and 13,325,681 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively  27,961   13,326 
Additional paid-in capital  23,948,925   20,287,638 
Accumulated deficit  (36,838,983)  (34,550,732)
Subscription payable  55,000   135,000 
Total Stockholders' Deficit  (12,803,313)  (14,111,097)
Total Liabilities and Stockholders' Deficit $8,376,642  $6,081,530 

See accompanying notes to condensed consolidatedthe unaudited financial statementsstatements.
2

GROTE MOLEN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
GROTE MOLEN, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
  
For the
Three Months Ended
 
  March 31,  March 31, 
  2017  2016 
       
Revenues $28,741  $2,543 
         
Operating Expenses:        
Engineering  40,239   18,320 
Sales and marketing  -   9,604 
General and administrative  1,556,509   1,095,376 
Total operating expenses  1,596,748   1,123,300 
         
Loss From Operations  (1,568,007)  (1,120,757)
         
Other Income (Expense)        
Interest income  -   123 
Interest expense  (65,742)  (445,457)
Interest expense – related party  (160,838)  (157,279)
Total other income (expense)  (226,580)  (602,613)
         
Net Loss Before Income Taxes  (1,794,587)  (1,723,370)
         
Income Tax  -   - 
         
Net Loss From Continuing Operations  (1,794,587)  (1,723,370)
         
Discontinued Operations        
Loss on disposal of discontinued operations  (484,927)  - 
Loss from discontinued operations  (8,737)  - 
Loss on discontinued operations  (493,664)  - 
         
Net Loss $(2,288,251) $(1,723,370)
         
Loss From Continuing Operations per Common Share - Basic and Diluted $(0.11) $(0.13)
Loss From Discontinued Operations per Common Share - Basic and Diluted $(0.02) $- 
         
Weighted Average Shares Outstanding - Basic and Diluted  17,046,510   13,325,681 

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2016  2015  2016  2015 
             
Revenues:            
   Sales $223,369  $382,021  $681,424  $964,214 
   Sales to related parties  17,330   34,615   33,910   60,661 
                 
   Total revenues  240,699   416,636   715,334   1,024,875 
                 
Cost of revenues:                
   Cost of sales  186,121   292,887   512,192   706,097 
   Cost of related party sales  13,685   26,539   25,488   44,422 
                 
   Total cost of revenues  199,806   319,426   537,680   750,519 
                 
Gross profit  40,893   97,210   177,654   274,356 
                 
Operating costs and expenses:                
   Selling, general and administrative  118,994   108,579   347,433   331,009 
   Depreciation and amortization  4,208   4,471   12,872   13,545 
                 
   Total operating costs and expenses  123,202   113,050   360,305   344,554 
                 
Loss from operations  (82,309)  (15,840)  (182,651)  (70,198)
                 
Other expense:                
   Interest expense – related parties  5,915   4,776   14,447   8,456 
   Interest expense  4,219   2,819   12,712   12,816 
                 
  Total other expense  10,134   7,595   27,159   21,272 
                 
Loss before income taxes  (92,443)  (23,435)  (209,810)  (91,470)
                 
Income tax (provision) benefit  (32)  29,419   (32)  29,385 
                 
Net income (loss) $(92,475) $5,984  $(209,842) $(62,085)
                 
Net loss per common share -                
   Basic and diluted $(0.00) $0.00  $(0.01) $(0.00)
                 
Weighted average shares outstanding -                
   Basic and diluted  22,405,977   22,200,000   22,269,158   22,200,000 
 
See accompanying notes to condensed consolidatedthe unaudited financial statements
statements.
3

GROTE MOLEN, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
GROTE MOLEN, INC
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

  
Nine Months Ended
June 30,
 
  2016  2015 
       
Cash flows from operating activities:
      
   Net loss $(209,842) $(62,085)
   Adjustments to reconcile net loss to net cash used in operating activities:        
      Depreciation and amortization  12,872   13,545 
      Fees added to long-term note principal  156   - 
      (Increase) decrease in:        
         Accounts receivable  2,550   14,217 
         Accounts receivable – related parties  (7,422)  (13,077)
         Inventories  (241,224)  (140,112)
         Deposits  44,685   109,865 
         Prepaid expenses  (46)  6,487 
    �� Increase (decrease) in:        
         Accounts payable and accrued expenses  149,380   9,066 
         Accounts payable – related parties  12,205   1,350 
         Accrued interest payable – related parties  (14,923)  6,644 
         Accrued interest payable  (4,913)  7,410 
         
   Net cash used in operating activities  (256,522)  (46,690)
         
Cash flows from investing activities  -   - 
         
   Net cash used in investing activities  -   - 
         
Cash flows from financing activities:        
   Proceeds from long-term note payable  5,300   28,700 
   Proceeds from notes payable – related parties  300,000   - 
   Proceeds from notes payable  91,500   41,500 
   Proceeds from sale of Units  169,100   - 
   Repayment of notes payable – related parties  (195,240)  (18,500)
   Repayment of notes payable  (59,600)  - 
   Repayment of long-term debt – related party  (2,943)  (34,031)
   Repayment of long-term note payable  (6,159)  (17,374)
         
   Net cash provided by financing activities  301,958   295 
         
Net increase (decrease) in cash  45,436   (46,395)
         
Cash, beginning of the period  9,251   60,808 
         
Cash, end of the period $54,687  $14,413 
  Shares Outstanding - Preferred  
Preferred
Stock
  Shares Outstanding - Common  
Common
Stock
  
Additional
 Paid-in
 Capital
  Subscriptions Payable  Accumulated Deficit  Total Stockholders' Deficit 
Balance as of December 31, 2015  9,804  $10   13,325,681  $13,326  $3,110,821  $-  $(27,334,912) $(24,210,755)
                                 
Issuance of preferred stock  608,922   609   -   -   3,130,395   135,000   -   3,266,004 
Note conversions  3,052,590   3,052   -   -   14,046,422   -   -   14,049,474 
Net loss  -   -   -   -   -   -   (7,215,820)  (7,215,820)
                                 
Balance as of December 31, 2016  3,671,316   3,671   13,325,681   13,326   20,287,638   135,000   (34,550,732)  (14,111,097)
                                 
Share conversion  50,000   50   (500,000)  (500)  450   -   -   - 
Issuance of preferred stock  62,502   63   -   -   374,937   (100,000)  -   275,000 
Issuance of common stock  -   -   6,170,162   6,170   2,741,402   20,000   -   2,767,572 
Business acquisition  -   -   8,695,000   8,965   485,551   -   -   494,516 
Issuance of warrants in conjunction with debt  -   -   -   -   31,002   -   -   
31,002
 
Issuance of warrants in conjunction with advances  -   -   -   -   27,945   -   -   27,945 
Net loss  -   -   -   -   -   -   (2,288,251)  (2,288,251)
                                 
Balance as of March 31, 2017  3,783,818  $3,784   27,960,843  $27,961  $23,948,925  $55,000  $(36,838,983) $(12,803,313)

See accompanying notes to condensed consolidatedunaudited financial statementsstatements.
4

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

  
Three Months Ended
March 31,
 
  2017  2016 
Cash Flows From Operating Activities      
Net loss $(2,288,251) $(1,723,370)
Net loss from discontinued operations  493,664   - 
Net loss from continuing operations  (1,794,587)  (1,723,370)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  75,193   76,202 
Amortization of debt discounts  29,002   10,424 
Warrants issued in conjunction with advances  27,945   - 
Changes in operating assets and liabilities:        
Accounts receivable  (3,540)  50,000 
Prepaid expenses  (55,300)  91,937 
Accounts payable  323,513   233,931 
Accounts payable – related party  63,140   38,189 
Accrued interest  7,790   435,033 
Accrued interest – related party  161,544   157,279 
Deferred revenue  (251)  (2,542)
Wages payable  246,233   241,881 
Net Cash Used in Operating Activities, Continuing Operations  (919,318)  (391,036)
Net Cash Provided by Operating Activities, Discontinued Operations  45,028   - 
Net Cash Used in Operating Activities  (874,290)  (391,036)
         
Cash Flows From Investing Activities        
Proceeds from business acquisition  10,559   - 
Purchases of intangible assets  (150,570)  (90,670)
Net Cash Used in Investing Activities, Continuing Operations  (140,011)  (90,670)
Net Cash Used in Investing Activities, Discontinued Operations  -   - 
Net Cash Used in Investing Activities  (140,011)  (90,670)
         
Cash Flows From Financing Activities        
Proceeds from sale of common stock  2,747,572   - 
Proceeds from sale of preferred stock  275,000   483,000 
Proceeds from subscriptions payable  20,000   - 
Proceeds from issuance of short term convertible notes  100,000   - 
Proceeds from advances  40,000   - 
Proceeds from advances – related party  50,000   - 
Repayments on long term debt  (122,229)  - 
Net Cash Provided by Financing Activities, Continuing Operations  3,110,343   483,000 
Net Cash Used in Financing Activities, Discontinued Operations  (54,735)  - 
Net Cash Provided by Financing Activities  3,055,608   483,000 
         
Net Increase In Cash  2,041,307   1,294 
Cash, Beginning of Period  57,033   3,020 
Cash, End of Period $2,098,340  $4,314 
         
Non-Cash Investing and Financing Activities        
Wages payable included in capitalized intangible assets $119,588  $128,917 
Common stock converted to preferred stock $500  $- 
Business acquisition
 $483,957  $- 
Warrants issued in conjunction with debt agreements $31,002  $- 
Warrants issued and expensed in conjunction with advances $27,945  $- 
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid for interest $2,445  $- 
Cash paid for income taxes $-  $- 

See accompanying notes to the unaudited financial statements.
5

GROTE MOLEN, INC.
NOTES TO CONDENSED CONSOLIDATEDTHE UNAUDITED FINANCIAL STATEMENTS
NINEFOR THE THREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2017 AND 2016 AND THE YEAR ENDED DECEMBER 31, 2016
(UNAUDITED)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNICANTSIGNIFICANT ACCOUNTING POLICIES

Organization

Organization –Grote Molen, Inc. ("Grote Molen") was incorporated under the laws of the State of Nevada on March 15, 2004.  BrownWick, LLCOn February 22, 2017, we merged with BlackRidge Technology Holdings, Inc. ("BrownWick"Blackridge"), a wholly owned subsidiary, with BlackRidge continuing as the surviving company.  Subsequently our business operations have changed to those of BlackRidge. The Company was formed inorganized under the Statelaws of Idaho on June 5, 2005.  The principal business of Grote Molen and BrownWick is to distribute grain mills, kitchen mixers and related accessories for home use.

Grote Merger Co. ("Merger Corp."), a wholly owned subsidiary, was formed in the State of Delaware on AugustApril 23, 2010. The Company sells identity based network security to protect hybrid cloud and mainframe workloads from cyber-attacks and insider threats.

On September 6, 2016, to facilitate a proposedthe Company entered into an agreement and plan of reorganization (the "Reorganization Agreement") with Grote Molen, Inc., a Nevada corporation, and Grote Merger Co. (together "Grote"), a Delaware corporation providing for Grote's acquisition of the Company in exchange for a controlling number of shares of Grote's preferred and common stock pursuant to the merger – See Note 7.of Grote Merger Co. with and into BlackRidge, with Blackridge continuing as the surviving corporation.    This agreement was finalized on February 22, 2017.
Principles of Consolidation - The Company and its subsidiaries consist of the following entities, which have been consolidated in the accompanying financial statements:
Blackridge Technology Holdings, Inc.
Blackridge Technology, Inc.
Blackridge Technology Government, Inc.

Principles of ConsolidationAll intercompany balances have been eliminated in consolidation.

The condensed consolidated financial statements include the accounts of Grote Molen, BrownWick and Merger Corp. (collectively the "Company").  All significant inter-company balances and transactions have been eliminated.

Basis of Presentation

– The accompanying condensed consolidated financial statements as of September 30, 2016March 31, 2017 and for the three months ended March 31, 2017 and nine months ended September 30, 2016 and 2015 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, 2016March 31, 2017 as well as the consolidated results of operations for the three months and nine months ended September 30, 2016 and cash flows for the ninethree months ended September 30,March 31, 2017 and 2016 and 2015 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, 2015.2016.

Interim Financial Statements – The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2017. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 filed with the SEC.

Use of Estimates in the Preparation of Financial Statements

-The preparation of financial statements in conformity with U.S.accounting principles generally accepted accounting principlesin the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosurethe disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.estimated by management.

Earnings Per ShareConcentrations - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date.  At March 31, 2017, the Company had cash balances in excess of FDIC insured limits of $1,832,064.  At December 31, 2016, the Company had did not have any cash balances in excess of FDIC insured limits.

Significant customers are those which represent more than 10% of the Company's revenue for each period presented, or the Company's accounts receivable balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows:
6

 Revenue Accounts Receivable 
 Three Months Ended March 31, March 31, 
Customers
2017 2016 2017 2016 
Customer A  90%  -   -   - 
Customer B  9%  100%  -   - 
Customer C  -   -   100%  - 

Earnings (Loss) Per Share - The basic computation of basic earningsloss per common share is based on the weighted average number of shares outstanding during the period.

period presented in accordance with ASC 260, "Earnings Per Share".  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.  Therefore, our basic earnings per share isantidilutive.

Reclassification – Certain December 31, 2016 amounts disclosed in prior periods have been reclassified to conform to the samecurrent period presentation. Such reclassifications are for presentation purposes only and have no effect on the Company's net loss or financial position in any of the periods presented

Recently Enacted Accounting Standards - From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as diluted earnings per share forof the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements upon adoption.

NOTE 2 –GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the three months ended March 31, 2017 the Company incurred a net loss of $2,288,251 and nine months ended September 30, 2016 and 2015.
5
inception to date losses are equal to $36,838,983.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through investment capital.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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,
2016
  
December 31,
2015
 
       
Trade accounts receivable – related parties $13,787  $6,365 
Employee advances  5,000   5,000 
         
Total accounts receivable – related parties  18,787   11,365 
Trade accounts receivable  25,015   27,565 
         
  $43,802  $38,930 

Property and equipment consist of the following:

  
September 30,
2016
  
December 31,
2015
 
       
Office equipment $4,335  $4,335 
Warehouse equipment  16,927   16,927 
Website development  2,000   2,000 
Molds  150,615   150,615 
         
   173,877   173,877 
Accumulated depreciation  (46,813)  (34,189)
         
  $127,064  $139,688 

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Intangible assets consist of the following:

  
September 30,
2016
  
December 31,
2015
 
       
License – definite lived $10,500  $10,500 
License – indefinite lived  62,720   62,720 
Patent  100   100 
         
   73,320   73,320 
Accumulated amortization  (10,500)  (10,252)
         
  $62,820  $63,068 


NOTE 3 – RELATED PARTY DEBTINTANGIBLE ASSETS

Notes payable – related parties are unsecuredIn accordance with ASC 350-40, ASC 350-50, and are comprised of the following:

  
September 30,
2016
  
December 31,
2015
 
       
       
Note payable to a stockholder, due on demand, with interest at 6% per annum $-  $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 
         
Note payable to a stockholder, due on demand, with interest at 8% per annum  -   10,500 
         
Note payable to a stockholder, due May 1, 2017, with interest at 18% per annum, payable in 12 monthly payments of $27,504  160,260   - 
         
Non-interest bearing advances from stockholders, with no formal repayment terms  9,127   9,127 
         
Total $234,887  $130,127 

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

  
September 30,
2016
  
December 31,
2015
 
       
       
Note payable to a stockholder, due in monthly installments of $4,000 through February 2016, with interest at 6.97 % per annum $-  $2,943 
Less current portion  -   (2,943)
         
Long-term portion $-  $- 

Interest expense on related party debt was $5,915 and $4,776 forASC 985-20, during the three months ended September 30,March 31, 2017 and 2016, the Company capitalized $119,588 and 2015$128,917, respectively, towards the development of software, intellectual property, and $14,447patent expenses.

The Company amortizes these costs over their related useful lives (approximately 7 to 20 years), using a straight-line basis. Fair value is determined through various valuation techniques, including market and $8,456 forincome approaches as considered necessary. The Company recorded amortization of $75,193 and $76,202 related to intangible assets during the ninethree months ended September 30,March 31, 2017 and 2016, and 2015, respectively.  Accrued interest payable to related parties was $38,584 and $53,507 at September 30, 2016 and December 31, 2015, respectively.

NOTE 4 – NOTES PAYABLE

Short-termShort term notes

At March 31, 2017 and December 31, 2016, the Company had outstanding short term debt totaling $89,221, respectively.  These notes bear interest at the rates of between 10% and 12% annually and have maturity dates ranging from January 1, 2012 through March 31, 2018.  As some of these notes have exceeded their initial maturity dates, they are subject to the default interest rate of 18% per annum.

The following table summarizes the Company's short term notes payable for the three months ended March 31, 2017 and the year Ended December 31, 2016 and:

  
March 31,
2017
  
December 31,
 2016
 
Beginning Balance $89,221  $89,221 
Notes acquired in business acquisition  208,811   - 
Repayments  (53,132)  - 
Notes divested in disposal of discontinued operations  (155,679)  - 
Ending Balance $89,221  $89,221 

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Long term notes

On November 2, 2016 the Company entered into settlement agreements with two holders of convertible debt and other payables in which the Company agreed to non-related parties are unsecuredissue new long-term debt agreements as settlement of amounts due.  Pursuant to these agreements, the Company issued two non-interest bearing $600,000 notes payable in 36 equal installments of 16,667 beginning on January 1, 2017 and are comprisedMaturing on December 1, 2019.

The following table summarizes the Company's long term notes payable for the three months ended March 31, 2017 and the year ended December 31, 2016:

  
March 31,
2017
  
December 31,
2016
 
Beginning Balance $1,200,000  $- 
Notes acquired in business acquisition  136,830   1,200,000 
Repayments  (123,832)  - 
Notes divested in disposal of discontinued operations  (135,227)  - 
Ending Balance $1,077,771  $1,200,000 
Short Term Portion of Long Term Debt $400,000  $400,000 
Long Term Debt $677,771  $800,000 

NOTE 5 – CONVERTIBLE NOTES

Short term convertible notes

On February 2, 2017, the Company issued a $100,000 convertible note bearing interest at 10% per annum.  The note matures on March 31, 2018 and is convertible at a price of $0.66 per share at the holder's request.  The noteholder was also granted a detachable 5 year warrant to purchase 166,667 shares of the following:company's common stock at an exercise price of $0.60 per share.  The warrants were valued at $31,002 using the Black-Scholes pricing model and were recorded as a discount to the debt agreement.  The note was repaid in full on April 4, 2017 along with $1,785 in accrued interest.
Short term convertible notes – related party

  
September 30,
2016
  
December 31,
2015
 
       
Note payable, due on demand, with interest at 8% per annum $-  $15,000 
         
Note payable, due on demand, with interest at 8% per annum  -   20,000 
         
Note payable, due on demand, with interest at 8% per annum  -   5,000 
         
Note payable, due on demand, with interest at 8% per annum  7,000   7,000 
         
Note payable, due on demand, with interest at 6% per annum  15,000   15,000 
         
Note payable, due on demand, with interest at 6% per annum  10,000   10,000 
         
Note payable, due on demand, with interest at 6% per annum  -   4,000 
         
Note payable, due on demand, with interest at 6% per annum  -   5,600 
         
Note payable, due on demand, with interest at 6% per annum  10,000   10,000 
         
Note payable, due on demand, with interest at 6% per annum  10,000   10,000 
         
Note payable, due on demand, with interest at 6% per annum  -   10,000 
         
Note payable, due on demand, with interest at 6% per annum  10,000   10,000 
         
Note payable, due on demand, with interest at 6% per annum  2,500   2,500 
         
Note payable, due on demand, with interest at 6% per annum  9,000   9,000 
         
Note payable, due on demand, with interest at 6% per annum  3,000   3,000 
         
Note payable, due on demand, with interest at 6% per annum  20,000   - 
         
Note payable, due on demand, with interest at 6% per annum  5,000   - 
         
Note payable, due on demand, with interest at 6% per annum  6,500   - 
         
Note payable, due on demand, with interest at 6% per annum  10,000   - 
         
Total $118,000  $136,100 
On October 31, 2013, the Company agreed to convert balances owed to the Company's Corporate Council in the amount of $183,172 into a 42 month convertible note bearing interest at 12% annually and convertible into 203,525 shares of convertible preferred stock at the rate of $0.90 per share.  At March 31, 2017 and December 31, 2016, the principal balance was still outstanding, and the Company had accrued interest for this note in the amount of $96,203 and $84,172, respectively, which is included in accrued interest – related party on the Company's consolidated balance sheets.  The note carries a default rate of 18% for any principal not paid by the maturity date.

On November 30, 2015, the Company's Chief Technology Officer and significant shareholder invested $101,000 via a one year convertible note bearing interest at 12% annually and convertible into 112,223 shares of convertible preferred stock at the rate of $0.90 per share.  At March 31, 2017 and December 31, 2016, the Company has accrued interest for this note in the amount of $19,197 and $13,947, respectively, which is included in accrued interest – related party on the Company's consolidated balance sheets. The note carries a default rate of 18% for any principal not paid by the maturity date.

Long term convertible notes – related party

During 2011 to 2014, the Company's Chief Technology Officer and significant shareholder of the Company loaned a total of $2,673,200 to the Company.  On October 1, 2014, all prior notes including accrued interest were combined into a single $3,712,637 convertible note bearing interest at 12% annually and convertible into 4,125,154 shares of preferred stock at the rate of $0.90 per share.  At March 31, 2017 and December 31, 2016, the Company had accrued interest for this note in the amount of $1,288,055 and $1,413,791, respectively, which is included in accrued interest – related party on the Company's consolidated balance sheets.  The note matures on October 1, 2017 if the officer elects not to convert. The note carries a default rate of 18% for any principal not paid by the maturity date.
Convertible debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company's common stock at the conversion prices and terms discussed above. The Company has determined that any embedded conversion options do not possess a beneficial conversion feature, and therefore has not separately accounted for their value.
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At September 30, 2016 and December 31, 2015, we had a long-term note payable to a bank with a principal balance of $144,436 and $145,139, respectively.  
The long-term note payable is a line of credit promissory note bearing interest at an indexed rate plus 2% (4.50% at September 30, 2016), requiring monthly interest payments only, and maturing on May 16, 2021.  The note payable has a maximum line of credit of $150,000, and is secured by a deed of trust on certain real estate owned by one of the principal stockholders of the Company and byfollowing table summarizes the Company's inventories, property and equipment, and intangible assets.

Accrued interest payable onconvertible notes payable was $17,337 and $22,686 at September 30, 2016 and December 31, 2015, 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.  Historically we have 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.  The agreement was amended and restated on October 31, 2014 to increase the fee to $12,500 effective November 1, 2014.  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 $37,950 for each of the three-month periods ended September 30, 2016 and 2015 and $113,850 for each of the nine-month periods ended September 30, 2016 and 2015.

Each of the two principal stockholders of the Company owns a company that is our customer.  Sales to these related parties totaled $17,330 and $34,615 for the three months ended September 30, 2016March 31, 2017 and 2015, respectively, or approximately 7% and 8% of total sales, respectively.  Sales to these related parties totaled $33,910 and $60,661 for the nine monthsyear ended September 30, 2016 and 2015, respectively, or approximately 5% and 6% of total sales, respectively.  Accounts receivable from these related parties totaled $18,787 and $11,365 at September 30, 2016 and December 31, 2015, respectively.2016:

  
March 31,
2017
  
December 31,
2016
 
Beginning Balance $3,996,810  $13,815,094 
Proceeds from issuance of convertible notes, net of issuance discounts  68,998   - 
Conversion of notes payable into preferred stock  -   (9,452,000)
Conversion of related party notes payable into preferred stock  -   (230,763)
Settlement agreements  -   (145,945)
Amortization of discounts  29,002   10,424 
Ending Balance $4,094,810  $3,996,810 
Convertible notes, short term, net of issuance discounts $98,000  $- 
Convertible notes, short term – related party $284,172  $284,172 
Short term portion of convertible notes, long term – related party $3,712,638  $- 
Convertible notes, long term – related party $-  $3,712,638 
Accounts payable to these related parties totaled $14,155 and $1,950 at September 30, 2016 and December 31, 2015, respectively.

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

NOTE 6 – CAPITAL STOCKCOMMITMENTS AND CONTINGENCIES

Operating Leases
The Company leases approximately 6,818 square feet of office space under a 64 month operating lease which expires during April 2020. The amounts reflected in the table below are for the aggregate future minimum lease payments under the non-cancelable facility operating leases.  Under lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term.

The Company also leases approximately 202 square feet of office space under 12 month operating lease expiring in 2016.  The lease is renewable at the Company's preferredoption annually at a flat monthly amount of $400.  The amounts reflected in the table below are for the aggregate future minimum lease payments under the non-cancelable facility operating leases.
Rent expense was $51,378 and $48,706 for the three months ended March 31, 2017 and 2016, respectively.

As of March 31, 2017, future minimum lease payments are as follows:
Year Ending December 31,   
2017 (nine months) $130,887 
2018  177,950 
2019  183,609 
2020  78,612 
Total minimum lease payments $571,058 

Restricted Stock Commitments

The Company has committed to settling a significant portion of its current accounts payable and wages payable balances through the future issuance of restricted stock mayunits.  While the terms of these agreements have such rights, preferencesnot yet been formalized with employees and designations and mayoutside contractors, they could have a potentially dilutive effect to current shareholders.

Contingent Liability

On October 15, 2011, the Company entered into an agreement with a consultant by which the consultant's invoices for the previous four months would be issuedaccrued as a liability to be paid out upon (a) the Company's successful raising of $10,000,000 in such series as determined by our Boardcapital funding, or (b) the Company reaching total revenues of Directors.  No shares$10,000,000.  The Company has a balance due under this agreement of preferred stock were issued and outstanding$37,500 at September 30, 2016March 31, 2017 and December 31, 2015.2016, respectively.
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In connection withLegal Proceedings

On December 2, 2016, AltEnergy Cyber, LLC ("Plaintiff") instituted a legal action in Connecticut against the AgreementCompany and PlanRobert Zahm.  The complaint alleged that (i) the Company improperly extended the maturity date of Reorganization discussedthe Plaintiff's convertible note in Note 7, it is anticipatedthe amount of $1,500,000 and (ii) improperly converted the loan into the Company's stock. The Complaint alleges that the Board of Directors of Grote Molen will designate 5,000,000 shares of its authorizedCompany is liable to the Plaintiff for the $4,500,000 plus interest.  The Company believes this claim to be without merit, and unissued shares of preferred stock as Series A Preferred Stock.intends to vigorously defend itself against it.

NOTE 7 ‑ RELATED PARTY TRANSACTIONS

During the three months ended September 30,March 31, 2017, the Company incurred interest expense on notes to related parties in the aggregate amount of $160,838.

During three months ended March 31, 2017, the Company incurred professional expenses in the amount of $37,500 pursuant to a consulting contract with a business owned by Jay Wright, the Company's legal consultant.  Unpaid amounts due under this contract are included in Jay Wright's payable balances in the chart below.

Accounts payable related party

At March 31, 2017 and December 31, 2016, Grote Molen sold 1,691,000 Units, each consistingthe Company had a balance in related party accounts payable and of one share$772,865 and $709,725, respectively, which consisted of common stock and one five-year common stock purchase warrant exercisable at $0.70 per share, in a private offering to accredited investors, at an offering price of $0.10 per Unit, for total proceeds of $169,100.the following:

      March 31,  December 31, 
Party Name:Relationship:Nature of transactions: 2017  2016 
Jay WrightLegal ConsultantConsulting fees $383,295  $355,795 
John HayesChief Technology OfficerExpense reimbursement  339,125   308,485 
Robert GrahamChairman and Chief Executive OfficerExpense reimbursement  41,445   45,445 
Robert GrahamChairman and Chief Executive OfficerRent  9,000   - 
      $772,865  $709,725 

NOTE 8 ‑ STOCKHOLDERS' EQUITY

The Company estimated the grant datehas authorized 100 million shares of common stock, $0.001 par value, and 5 million shares of preferred stock, $0.001 par value.  Each share of the five-yearCompany's preferred stock is convertible into 10 shares of common stock, subject to adjustment, has voting rights equal to its common stock equivalent, 7% cumulative dividend rights, and has liquidation rights that entitle the holder to the receipt of net assets on a pro-rata basis.  The Company has 27,960,843 and 13,325,681 common shares issued and outstanding and 3,783,818 and 3,671,316 preferred shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively.

On February 22, 2017, we completed the actions contemplated by the Reorganization Agreement (see note 9 – Business Acquisitions/Dispositions) and merged with and into BlackRidge with BlackRidge continuing as the surviving corporation. Upon completion of the reorganization, Grote Molen issued 3,783,791 shares of its newly designated Series A Preferred Stock and 12,825,683 shares of common stock to the stockholders of BlackRidge in exchange for all the issued and outstanding shares of Series A Preferred Stock and Common Stock of BlackRidge.  Because BlackRidge continues as the surviving entity, the net effect from this transaction on the outstanding stock of the Company was the addition of 8,965,000 shares of common stock held by the investors of Grote Molen at the time of the acquisition.

Between January 13, 2017 and February 27, 2017, the Company issued 62,502 shares of the Company's preferred stock along with 5 year warrants to purchase 625,000 shares of the Company's common stock at an exercise price per share of $0.70 to several investors for aggregate proceeds of $375,000, or $0.60 per share.  The warrants included in the Units sold in the private placement at $0.01 per warrant, or a total of $16,910,were valued $104,765 using the Black-Scholes optionpricing model.

Between February 27, 2017 and March 31, 2017, the Company issued 6,170,162 shares of the Company's common stock and 5 year warrants to purchase 2,541,112 shares of the Company's common stock at an average exercise price per share of $0.37 to several investors for aggregate proceeds of $2,776,572. The warrants were valued $467,566 using the Black-Scholes pricing model which value wasand were recorded to additional paid-inpaid in capital. The remaining $152,190Company paid finders fees of the proceeds from the sale of the Units was allocated$29,000 related to the common stock included in the Units sold.these issuances.

On September 7, 2016, Grote MolenFebruary 2, 2017, the Company issued warrants to purchase 5,000,000166,667 shares of itsthe Company's common stock toat an accredited investorexercise price of $0.60 per share in consideration for the conversion/cancellation of its $50,000 promissory note plus $436 of accrued interest payable to such investor.conjunction with a debt agreement.  The warrants are exercisablewere valued at $0.70 per share during the five-year period commencing September 1, 2018 and grant the holder "piggy back" registration rights.

The Company estimated the grant date value of the five-year common stock purchase warrants issued in consideration for the conversion/cancellation of the debt at $0.01 per warrant, or a total of $50,436,$30,002 using the Black-Scholes option pricing model which value wasand were recorded as a discount to the debt agreement.
Between February 9, 2017 and March 6, 2017, the Company issued warrants to purchase 150,001 shares of the Company's common stock at an exercise price per share of $0.60 to several parties in conjunction with short term notes and advances.  The warrants were valued at $27,945 using the Black-Scholes pricing model and were recorded to additional paid-inpaid in capital.

910

The significant assumptions used in the Black ScholesBlack-Scholes valuation of the warrants are as follows:

Stock price on the valuation date $0.09 
Warrant exercise price $0.70 
Dividend yield  0.00%
Years to maturity  5.0 
Risk free rate  1.12%
Expected volatility  63.85%
Stock price on the valuation date $0.45 
Warrant exercise price $0.60 - 0.70 
Dividend yield  0.00%
Years to maturity  5.0 
Risk free rate  1.50 – 2.02%
Expected volatility  55.43%

NOTE 79 – AGREEMENT AND PLAN OF REORGANIZATIONBUSINESS ACQUISITION

On September 6, 2016, Grote Molen, Merger Corp.the Company and Blackridge Technology Holdings, Inc., ("Blackridge"),BlackRidge entered into anthe Reorganization Agreement originally dated as of September 6, 2016, and Plan of Reorganization (the "Reorganization Agreement"), which generally provides for Grote Molen's acquisition of Blackridge in a reorganization in exchange for a controllingamended on February 22, 2017 to update the number of common shares, of Grote Molen's preferredwarrants, and common stock pursuant to the mergeroptions granted and outstanding as of Merger Corp. with and into Blackridge, with Blackridge continuting as the surviving corporation.

The Reorganization Agreement provides that the closing of the transactions contemplated thereby is subject to several significant conditions precedent.  There can be no assurance that such conditions will be satisfied or waived or that the reorganization will be completed.date.

When and ifOn February 22, 2017 (the "Closing Date"), we completed the transactionsreorganization contemplated by the Reorganization Agreement will resultand merged with and into BlackRidge with BlackRidge continuing as the surviving corporation. Upon completion of the reorganization, we issued 3,783,791 shares of our newly designated Series A Preferred Stock and 12,825,683 shares of Common Stock to the stockholders of BlackRidge in exchange for all the issued and outstanding shares of Series A Preferred Stock and Common Stock of BlackRidge.  Additionally, certain stockholders of the Company returned for cancellation a total of 16,284,330 shares of our Common Stock.  Upon the completion of the reorganization, BlackRidge became a wholly-owned subsidiary of the Company and the Company had a total of 3,783,791 shares of Series A Preferred Stock and 21,790,683 shares of Common Stock outstanding, with the former BlackRidge stockholders owning 3,783,791 shares or 100% of Series A Preferred Stock and 12,825,683 shares or approximately 58.9% of Common Stock.  Upon completion of the Reorganization, we also had outstanding warrants entitling the holders to acquire a total of 18,541,579 shares of the Company's Common Stock at an average exercise price of $0.46 per share.  The reorganization resulted in a change of control of Grote Molenthe Company.  For accounting purposes, BlackRidge was treated as the acquirer and following the consummation thereof,historical financial statements of BlackRidge became the Blackridge stockholders will be ableCompany's historical financial statements.  The acquisition is intended to electconstitute a tax-free reorganization pursuant to the directors and control the policies and practicesapplicable provisions of the Grote Molen.  It is anticipated that the transaction will be accounted forInternal Revenue Code of 1986, as a reverse acquisition for accounting purposes.amended.
 
NOTE 8 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

During the nine months ended September 30, 2016  we had the following non-cash financing and investing activities:

We decreased notes payable by $50,000, decreased accrued interest payable by $436 and increased additional paid-in capital by $50,436 for the conversion of debt to common stock warrants.

During the nine months ended September 30, 2015, we had no non-cash financing and investing activities.

During the nine months ended September 30, 2016 and 2015, we paid cash for income taxes of $32 and $34, respectively.

During the nine months ended September 30, 2016 and 2015, we paid cash for interest of $46,756 and $4,707, respectively.

NOTE 9 – SIGNIFICANT CUSTOMERS

In addition to the sales to related parties discussed in Note 5, we had sales to one customer that accounted for approximately 11% and 9% of total sales for the nine months ended September 30, 2016 and 2015, respectively.
10

NOTE 10 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSDISCONTINUED OPERATIONS

There were no new accounting pronouncements issuedOn March 31, 2017, the Company completed the sale of substantially all the assets, other than cash, used in or connection with the Company's home grain mill and kitchen mixer business to John Hofman and Bruce Crane, former officers and directors of the Company, in consideration for the assumption by such persons of substantially all the liabilities incurred by the Company in connection with such business.  The assets divested consisted of the non-cybersecurity assets of the Company and included accounts receivable, inventory, deposits, property and equipment and intangible assets.  The liabilities divested included the non-cybersecurity liabilities of the Company and included accounts payable and accrued expenses and long and short-term notes payable and accrued interest thereon.  Upon completion of the divestiture, the Company recognized a $484,927 loss on disposal.  Additionally, during the nine months ended September 30, 2016 andperiod from February 22, 2017 through March 31, 2017, the dateCompany incurred a loss from discontinued operations of this filing that we believe are applicable to or would have a material impact on the consolidated financial statements of the Company.$8,737.

The following table shows the value of assets and liabilities divested:

Assets   
Accounts receivable $40,044 
Deposits and prepaid expenses  90,559 
Inventory  1,157,555 
Property and equipment  117,254 
Intangible assets  62,820 
Total Assets  1,468,232 
     
Liabilities    
Accounts payable and accrued expenses  692,399 
Notes payable  290,906 
Total Liabilities  983,305 
     
Loss on disposal $484,927 


NOTE 11 –- SUBSEQUENT EVENTS

We have evaluated all events occurringthat occurred after the date of our accompanying consolidated balance sheetssheet date through the date thewhen our financial statements were issued and have identified the followingto determine if they must be reported.  Management has determined that other than as disclosed below, there were no additional reportable subsequent events that we believe require disclosure:to be disclosed.

During October 2016, we sold an additional 55,000 UnitsBetween April 14, 2017 and April 17, 2017, the Company issued 2,917,777 shares of the Company's common stock and 5 year warrants to accredited investors in a private placement offering at an offering price of $0.10 per Unit for total proceeds of $5,500.

As previously disclosed, 0n September 6, 2016, Grote Molen, Merger Corp. and Blackridge entered into a Reorganization Agreement, which generally provides for Grote Molen's acquisition of Blackridge in a reorganization in exchange for a controllingpurchase the same number of shares of Grote Molen's preferred andthe Company's common stock pursuantat an exercise price per share of $0.60 to the mergermultiple investors for aggregate proceeds of Merger Corp. with and into Blackridge, with Blackridge continuting as the surviving corporation.$1,313,000.

The Reorganization Agreement provides that the closing of the transactions contemplated thereby is subject to several significant conditions precedent.  As of the date of filing this report, we had not closed the Reorganization Agreement.  There can be no assurance that such conditions will be satisfied or waived or that the reorganization will be completed.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsOperations.

FORWARD-LOOKING STATEMENTSForward-looking Statements

This report containsStatements made in this Quarterly Report which are not purely historical are forward-looking statements.  These statements reflect the Company's views with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future events based upon information availableperformance and our business, including, without limitation, (i) our ability to it at this time.  These forward-lookingraise capital, and (ii) statements are subject to certainpreceded by, followed by or that include the words "may," "would," "could," "should," "expects," "projects," "anticipates," "believes," "estimates," "plans," "intends," "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and otherimportant factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in 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, 2015 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-lookingForward-looking statements which speak only as of the date the statement wasthey are made. The Company undertakes noWe do not undertake, and specifically disclaim, any obligation to publicly update or revise any forward-looking statements whether as a result of new information, changes in assumptions, futureto reflect events or otherwise.circumstances occurring after the date of such statements.

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,On February 22, 2017, we merged with BlackRidge with BlackRidge continuing as the surviving company.  Subsequently our business operations have changed to those of BlackRidge.  BlackRidge was formed inorganized under the laws of the State of IdahoDelaware on June 5, 2005. The principal business of Grote Molen and BrownWick (collectively the "Company") is to distribute electrical and hand operated grain mills, kitchen mixers and related accessories for home use.April 23, 2010.

Proposed We develop and market next generation cyber defense solutions that stop cyber-attacks and block unauthenticated access. Our network and server security products are based on our patented Transport Access Control technology and are designed to isolate, cloak and protect servers and cloud services and segment networks for regulatory compliance. BlackRidge products are used in enterprise and government computing environments, the industrial Internet of Things (IoT), and other cloud service provider and network systems.
Reorganization Agreement

As previously reported in the current report on Form 8-K filed with the SEC on September 7, 2016, and as discussed in Note 7 to the Condensed Consolidated Financial Statements, on
On September 6, 2016, Grote Molen and a newly-formed, wholly-owned subsidiary, Grote Merger Co. ("Merger Corp."), and Blackridge Technology Holdings, Inc., a Delaware corporation ("Blackridge"),BlackRidge entered into anthe Reorganization Agreement originally dated as of September 6, 2016, and amended on February 22, 2017 to update the number of common shares, warrants, and options granted and outstanding as of the closing date.

On February 22, 2017 (the "Closing Date"), we completed the reorganization contemplated by the Reorganization Agreement and Plan of Reorganization (the "Reorganization Agreement"), which generally provides for Grote Molen's acquisition of Blackridge in exchange for a controlling number of shares of Grote Molen's preferred and common stock pursuant to the merger (the "Merger") of Merger Corp.merged with and into Blackridge,BlackRidge with BlackridgeBlackRidge continuing as the surviving corporation.

Upon completion of the reorganization, we issued 3,783,791 shares of our newly designated Series A Preferred Stock and 12,825,683 shares of Common Stock to the stockholders of BlackRidge in exchange for all the issued and outstanding shares of Series A Preferred Stock and Common Stock of BlackRidge.  Additionally, certain stockholders of the Company returned for cancellation a total of 16,284,330 shares of our Common Stock.  Upon the completion of the reorganization, BlackRidge became a wholly-owned subsidiary of the Company and the Company had a total of 3,783,791 shares of Series A Preferred Stock and 21,790,683 shares of Common Stock outstanding, with the former BlackRidge stockholders owning 3,783,791 shares or 100% of Series A Preferred Stock and 12,825,683 shares or approximately 58.9% of Common Stock.  Upon completion of the reorganization, we also had outstanding warrants entitling the holders to acquire a total of 18,541,579 shares of the Company's Common Stock at an average exercise price of $0.46 per share.  The Reorganization Agreement provides that the closing of the transactions contemplated thereby is subject to several significant conditions precedent.  There can be no assurance that such conditions will be satisfied or waived or that the reorganization will be completed.

When and if completed, the transactions contemplated by the Reorganization Agreement will resultresulted in a change of control of Grote Molen and, following the consummation thereof, the Blackridge stockholdersCompany.  For accounting purposes, BlackRidge will be abletreated as the acquirer and the historical financial statements of BlackRidge will become the Company's historical financial statements.  The acquisition is intended to electconstitute a tax-free reorganization pursuant to the directors and control the policies and practices of the Grote Molen.  It is anticipated that the transaction will be accounted for as a reverse acquisition for accounting purposes.

The foregoing summary of selectedapplicable provisions of the Reorganization Agreement does not purportInternal Revenue Code of 1986, as amended.

At the closing of the reorganization, Robert Graham was appointed as President, and John Bluher was appointed Chief Financial Officer, Treasurer and Secretary.  In addition, Bruce Crane resigned from his position as a director and Robert Graham was appointed as a director of the Company to be completefill the vacancy created by such resignation.  John Hofman, our remaining director, resigned from such position effective following our compliance with rule 14f-1 promulgated under the Exchange Act, and is qualifiedJohn Hayes and Robert Lentz were appointed as directors of the Company effective at such time as Mr. Hofman's resignation became effective.

On March 31, 2017, the Company completed the sale of substantially all assets, other than cash, used in its entiretyor connection with the Company's home grain mill and kitchen mixer business to John Hofman and Bruce Crane, former officers and directors of the Company, in consideration for the assumption by reference tosuch persons of substantially all the Reorganization Agreement, a copyliabilities incurred by the Company in connection with such business.  The assets divested consisted of which is filed as an exhibit to this reportthe non-cybersecurity assets of the Company and incorporated herein by reference.included accounts receivable, inventory, deposits, property and equipment and intangible assets.  The liabilities divested included the non-cybersecurity liabilities of the Company and included accounts payable and accrued expenses and long and short-term notes payable and accrued interest thereon. 
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Business

The Company develops, markets and supports a family of products that provide a next generation cyber security solution for protecting enterprise networks and cloud services. With our patented technology, network and server resources located in the enterprise, datacenters and cloud systems, are better protected, less expensive to protect, and less vulnerable to compromise from cyber-attacks. We believe that our identity-based approach to network and cloud security offers superior performance compared to legacy network security approaches, and reduces the total cost of ownership for organizations by eliminating malicious and unwanted traffic from their networks and systems.

Our proprietary technology, BlackRidge Transport Access Control (TAC), authenticates user or device identity and applies security policies across networks and cloud services before application sessions are established. Underlying BlackRidge TAC is our patented First Packet Authentication™ which conveys and authenticates identity in the "first packet" of a TCP network session request. This fundamental invention addresses a security gap in how the Internet operates: the inability to authenticate network traffic sources. Without authentication, unidentified and unauthorized users and devices can scan, probe and access networks and cloud services. This security gap is exploited in all cyber-attacks through the process of network scanning and reconnaissance, and it has been further exposed and magnified by cloud services, mobile connectivity, and the Internet of Things (IoT)

Our products are protected by multiple U.S. Patents including "First Packet Authentication," "Concealing a Network Connected Device," "Digital Identity Authentication," and "Statistical Object Identification."

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, 2016March 31, 2017 and December 31, 2015.

Inventories

Inventories, consisting primarily of grain mills, kitchen mixers, 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.  We determined that no allowance for obsolete inventories was required at September 30, 2016 and December 31, 2015.

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 Assets2016.

Intangible Assets

Acquired intangible assets are recorded at cost, lessestimated fair value, net of accumulated amortization. Amortization of definitive lived intangible assets is computed using the straight-line method based on theCosts incurred in obtaining certain patents and intellectual property as well as software development expenses, are capitalized and amortized over their related estimated useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or contractual livesextend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of selling, general and administrative expenses in the consolidated statements of operations.  The Company's continued ability to extend and/or renew the rights associated with these intangible assets which range from 10 to 30 years.may have an impact on future cash flows.

Impairment of Long-Lived AssetsUseful life estimates for the Company's significant intangible asset classes are as follows:

Useful Life
Patent Costs20 years
Software Licenses7 years
Software Development Costs15 years
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, 2016 and 2015.
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Revenue RecognitionImpairment of Long-Lived Assets

The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value of assets to be used and fair value less disposal cost for assets to be disposed of) is expected to be less than the carrying value.  Triggering events, which signal further analysis, consist of a significant decrease in the asset's market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued loss associated with assets used to generate revenue.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.

Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements.

The Company may enter into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. We recorduse a hierarchy to determine the fair value to be used for allocating revenue fromto elements: (i) vendor-specific objective evidence of fair value ("VSOE"), (ii) third-party evidence, and (iii) best estimate of selling price ("ESP"). For software elements, we follow the salesindustry specific software guidance which only allows for the use of grain mills, kitchen mixers and accessoriesVSOE in accordance withestablishing fair value. Generally, VSOE is the underlying sales agreementsprice charged when the productsdeliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are shipped,established as best estimates of what the selling price is fixedprices would be if the deliverables were sold regularly on a stand-alone basis. Our process for determining ESPs requires judgment and determinable,considers multiple factors that may vary over time depending upon the unique facts and collection is reasonably assured.circumstances related to each deliverable.

WarrantiesAny revenue received that does not yet meet the above recognition standards is recorded to unearned revenue, and held as a liability until recognition occurs.

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.

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 that would affect the effective tax rate if recognized for the three months ended March 31, 2017 and nine months ended September 30, 2016 and 2015.2016.

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, 2016March 31, 2017 and December 31, 2015,2017, we had no accrued interest or penalties related to uncertain tax positions.

Fair Value of Financial Instruments

OurThe Company's financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, notes payable and notes payable.convertible debt.  The carrying amount of cash, accounts receivable and accounts payablethese financial instruments 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.

Estimated Value of Warrants

We estimate the grant date value of the common stock purchase warrants issued in Units sold and as consideration for the conversion/cancellation of debt using the Black-Scholes option pricing model.  The inputs used in this valuation are based on management's judgment and subject to significant market fluctuations.
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 owns a company that may be a significant customer.  Our sales were comprised of the following:
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Results of Operations

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2016  2015  2016  2015 
             
Sales $223,369  $382,021  $681,424  $964,214 
Sales – related parties  17,330   34,615   33,910   60,661 
                 
Total sales $240,699  $416,636  $715,334  $1,024,875 
Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

Sales to related parties totaled approximately 7% and 8% of total sales for the three months ended September 30, 2016 and 2015, and approximately 5% and 6% of total sales for the nine months ended September 30, 2016 and 2015, respectively.

Our totalTotal sales decreased $175,937, or approximately 42%, during the three months ended September 30, 2016March 31, 2017 were $28,741, as compared to sales during the three months ended September 30, 2015.  Our total sales decreased $309,541, or approximately 30%, during the nine months ended September 30,March 31, 2016 compared to the nine months ended September 30, 2015.  While we experiencedof $2,543, an increase of $26,198.  This increase in sales in 2015 attributablewas due to new contracts acquired by the successful introduction of our new WonderMix kitchen mixer, we believe year-to-date sales in 2016 were negatively impacted by a continuing overall slow-down in the preparedness market and a prolonged slow economic recovery in the United States.Company.

Cost of Sales

Total cost of sales for the three months ended September 30, 2016 was $199,806, compared to $319,426 for the three months ended September 30, 2015, a decrease of $119,620, or approximately 37%.  Total cost of sales for the nine months ended September 30, 2016 was $537,680, compared to $750,519 for the nine months ended September 30, 2015, a decrease of $212,839, or approximately 28%. Our cost of sales consists of the purchase price of our products incurred to our suppliers plus inbound shipping costs.  We do not manufacture our own products.  Our costs to purchase products for resale remained relatively constant during the first nine months of 2016.  Therefore, the decrease in our cost of sales during the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015 was primarily attributed to the decrease in sales volume.  Included in cost of sales were costs of related party sales of $13,685 and $26,539 for the three months ended September 30, 2016 and 2015, and $25,488 and $44,422 for the nine months ended September 30, 2016 and 2015, respectively.  Total cost of sales as a percentage of total sales was approximately 83% and 77% for the three months ended September 30, 2016 and 2015, and approximately 75% and 73% for the nine months ended September 30, 2016 and 2015, respectively.

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.  In addition, 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.  International manufacturing is subject to factors that can have a material impact on our costs of sales, including: availability of labor at costs consistent with historical levels; changes in labor or other laws; instability of social, political and economic factors; freight costs, including domestic and international customs and tariffs; unexpected changes in regulatory environments; costs and availability of manufacturing materials; and other factors.
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Selling, General and Administrative Expenses

Our selling, general and administrative expenses were $118,994$1,596,748 for the three months ended September 30, 2016,March 31, 2017, compared to $108,579$1,123,300 for the three months ended September 30, 2015,March 31, 2016, an increase of $10,415,$173,448, or approximately 10%.  Our selling, general and administrative expenses were $347,433 for the nine months ended September 30, 2016, compared to $331,009 for the nine months ended September 30, 2015, an increase of $16,424, or approximately 5%42%.  The increase in selling, general and administrative expenses in the current year is primarily attributable to increases in professional fees incurred in conjunction with the proposed reorganizationour acquisition and Unit offering and increases in advertising costs.reorganization.

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.  Historically we have paid monthly management fees in varying amounts to this related party pursuant to prior agreements.  The agreement is on a month-to-month basis and can be cancelled at any time by the vote of management.  The agreement was amended and restated on October 31, 2014 to increase the monthly fee to $12,500 effective November 1, 2014.  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 to related parties totaling $37,950 for each of the three-month periods ended September 30, 2016 and 2015 and $113,850 for each of the nine-month periods ended September 30, 2016 and 2015.

Depreciation and Amortization Expense

Depreciation and amortization expense remained fairly constant and was $4,208 and $4,471 for the three months ended September 30, 2016 and 2015, and $12,872 and $13,545 for the nine months ended September 30, 2016 and 2015, respectively.

Other Expense: Interest Income/Expense

Other expense includes interest expense on our indebtedness, a significant portion of which is indebtedness to related parties.  Total net interest expense – related parties was $5,915$226,580 and $4,776$602,613 for the three months ended September 30,March 31, 2017 and 2016, and 2015, and $14,447 and $8,456 for the nine months ended September 30, 2016 and 2015, respectively.  The increasedecrease in interest expense in the current year was attributed primarily to a new 18%, $300,000 promissory note from a related party in April 2016, partially offset by a decrease resulting from the repayment in full of the long-term debt to related parties and a partial payment of notes payable – related parties.

Other expense also includes interest expense to non-related parties of $4,219 and $2,819 for the three months ended September 30, 2016 and 2015 and $12,712 and $12,816 for the nine months ended September 30, 2016 and 2015, respectively.  The increase in interest expense to non-related parties$376,156 in the current year is attributable primarily due to additionalthe conversion of approximately $14 million of convertible debt in the prior year.

Loss on disposal of discontinued operations

On March 31, 2017, the Company completed the sale of substantially all the assets, other than cash, used in or connection with the Company's home grain mill and kitchen mixer business to John Hofman and Bruce Crane, former officers and directors of the Company, in consideration for the assumption by such persons of substantially all the liabilities incurred by the Company in connection with such business.  The assets divested consisted of the non-cybersecurity assets of the Company and included accounts receivable, inventory, deposits, property and equipment and intangible assets.  The liabilities divested included the non-cybersecurity liabilities of the Company and included accounts payable and accrued expenses and long and short-term notes payable to non-related parties in 2015 and 2016.accrued interest thereon.  Upon completion of the divestiture, the Company recognized a $484,927 non-cash loss on disposal.

Loss from discontinued operations

During the period from February 22, 2017 through March 31, 2017, the Company recognized a loss from discontinued operations of $8,737.  This loss was primarily driven by lower than anticipated product sales.

Liquidity and Capital Resources

As of September 30, 2016,March 31, 2017, we had total current assets of $1,069,008,$2,258,134, including cash of $54,687,$2,098,340, and current liabilities of $645,363,$20,464,684, resulting in working capital deficit of $423,645.$18,206,550.  Our current assets and working capital included inventoriesaccounts receivable of $950,117$3,540 and depositsprepaid expenses of $20,000.  Generally, we are required to pay significant advance deposits toward the purchase of inventories from our principal suppliers.$156,254. 

In addition, as of September 30, 2016,March 31, 2017, we had total stockholders' equitydeficit of $469,093.  We$12,803,313.  As we have worked toward our acquisition and new product launches, we have primarily financed ourrecent operations, the acquisitiondevelopment of inventories,technologies, and the payment of vendor deposits from our operations, short-term loans from our principal stockholders and non-related parties, a long-term note payable from a bank, and fromexpenses through the issuance of our debt, common stock, preferred stock and warrants.
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During the three months ended September 30, 2016, Grote Molen sold 1,691,000 Units, each consisting of one share of common stock and one five-year common stock purchase warrant exercisable at $0.70 per share, in a private offering to accredited investors, at an offering price of $0.10 per Unit, for total proceeds of $169,100.  During October 2016, Grote Molen sold an additional 55,000 Units for proceeds totaling $5,500.

For the ninethree months ended September 30, 2016,March 31, 2017, net cash used in operating activities was $256,522,$874,290, as a result of our net loss from continued operations of $209,842$1,794,587 and increases in accounts receivable – related parties of $7,422, inventories of $241,224, and$3,540, prepaid expenses of $46,$55,000, and decreases in accrued interest payable – related partiesdeferred revenue of $14,923 and accrued interest payable of $4,913,$251, partially offset by non-cash expenses totaling $13,028, decreases in accounts receivable of $2,550 and deposits of $44,685,$132,140, and increases in accounts payable and accrued expenses of $149,380 and$323,513, accounts payable and accrued expenses – related partiesparty of $12,205.$63,140, accrued interest of $7,790, accrued interest - related party of $161,544, wages payable of $246,233, loss from discontinued operation of $493,664 and cash flows from discontinued operations of $45,028.

By comparison, for the ninethree months ended September 30, 2015,March 31, 2016, net cash used in operating activities was $46,690,$391,036, as a result of our net loss of $62,085$1,723,370 and increases in accounts receivable – related partiesdeferred revenue of $13,077 and inventories of $140,112,$2,542, partially offset by non-cash expenses of $13,545,$86,626, decreases in accounts receivable of $14,217, deposits of $109,865$50,000 and prepaid expenses of $6,487,$91,937, and increases in accounts payable and accrued expenses of $9,066,$233,931, accounts payable – related partiesparty of $1,350,$38,189, accrued interest payableof $435,033, accrued interest – related partiesparty of $6,644$157,279 and accrued interestwages payable of $7,410.$241,881.

We had no net cash provided by or
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Cash used in investing activities for the ninethree months ended September 30, 2016 and 2015.March 31, 2017 was $140,011 compared to $90,670 for the three months ended March 31, 2016.  The increase of $49,341 in the current period is due primarily to an increase in capitalized engineering costs related to the Company's technology development.

For the ninethree months ended September 30,March 31, 2017, net cash provided by financing activities was $3,055,608, comprised of proceeds from the sale of common stock of $2,747,572, preferred stock of $275,000 and subscriptions payable of $20,000, proceeds from short term notes of $100,000, advances of $40,000 and advances – related party of $50,000, partially offset by the repayment of long-term notes of $122,229 and cash flows from discontinued operations of $54,735.

For the three months ended March 31, 2016, net cash provided by financing activities was $301,958,$483,000, comprised of proceeds from long-term note payable of $5,300, proceeds from notes payable – related parties of $300,000, proceeds from notes payable of $91,500 and proceeds from the sale of Units of $169,100, partially offset by repayment of notes payable – related parties of $195,240, repayment of notes payable of $59,600, repayment of long-term debt – related party of $2,943 and repayment of long-term note payable of $6,159.preferred stock.

For the nine months ended September 30, 2015, net cash provided by financing activities was $295, comprised of proceeds from long-term note payable of $28,700 and proceeds from notes payable of $41,500, offset by repayment of notes payable – related parties of $18,500, repayment of long-term debt – related party of $34,031 and repayment of long-term note payable of $17,374.

At September 30, 2016, we had short-term notes payable – related parties totaling $234,887, which are payable to our principal stockholders, are unsecured, bear interest at rates ranging from 6% to 18% per annum and are generally due on demand.  In April 2016, we borrowed $300,000 from a principal stockholder.  The note bears interest at 18% and is payable in 12 monthly payments of $27,504 through May 2017.  The note is included in short-term notes payable – related parties and had a balance of $160,260 as of September 30, 2016.

In addition, at September 30, 2016, we had short-term notes payable to non-related parties totaling $118,000, which are unsecured, bear interest at rates ranging from 6% to 8% per annum and are due on demand.

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At December 31, 2015, our long-term debt – related party was comprised of the remaining principal balance of $2,943 of a note payable to a principal stockholder.  The note was paid in full in February 2016.

At September 30, 2016, we had a long-term note payable to a bank with a principal balance of $144,436.  The long-term note payable is a line of credit promissory note bearing interest at an indexed rate plus 2% (4.5% at September 30, 2016), requiring monthly interest payments only and maturing on May 16, 2021.  For the past several months, we have made monthly payments of principal and interest in varying amounts.  The note payable has a maximum line of credit of $150,000 and is secured by a deed of trust on certain real estate owned by one of the principal stockholders of the Company and by the Company's inventories, property and equipment, and intangible assets.

Accrued interest payable – related parties was $38,584 and $53,507 at September 30, 2016 and December 31, 2015, respectively.  Accrued interest payable to non-related parties was $17,337 and $22,686 at September 30, 2016 and December 31, 2015, respectively.

In the event sales during the remainder of 2016 and into 2017 do not meet our expectations, we may require additional funding from the sale of our common stock, Units or debt in order to meet our obligations.  Depending on the requirement to pay advance deposits on orders from our suppliers, we estimate we may require $250,000 to $500,000 of additional funding in 2017.  No assurances can be given that, if required, such funding will be available to us on acceptable terms or at all.

Recent Accounting Pronouncements

There were no new accounting pronouncements issued during the nine months ended September 30, 2016 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-BalanceOff-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 our day-to-day business activities and to provide business space.  Historically we have paid monthly management fees in varying amounts to this related party pursuant to prior agreements.  The agreement is on a month-to-month basis and can be cancelled at any time by the vote of management.  The agreement was amended and restated on October 31, 2014 to increase the monthly fee to $12,500 effective November 1, 2014.  None.

Also included in management fees are monthly payments of $150 to another major stockholder of the Company for expense reimbursement.  
Item 3. Quantitative and Qualitative Disclosures Aboutabout Market RiskRisk.

Not Applicable.  The Company is a "smaller reporting company."required.

Item 4. Controls and ProceduresProcedures.

Evaluation of disclosure controls and procedures.Disclosure Controls over 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 have 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, 2016,March 31, 2017, the end of the period covered by this report.  Based upon that evaluation, our President and Treasurerwe have concluded that our disclosure controls and procedures as of September 30, 2016March 31, 2017 were not 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 inManagement's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controlscontrol over financial reporting, as such term is defined under Exchange Act Rules 13a-15(f).  Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.  Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

There was no change in  Based on our evaluation under that framework, management concluded that our internal control over financial reporting during the quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal controlwas not effective as of March 31, 2017.

Changes in Internal Control over financial reporting.Financial Reporting

None.


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PART II –- OTHER INFORMATION

Item 1. Legal Proceedings

We are notOn December 2, 2016, AltEnergy Cyber, LLC ("Plaintiff") instituted a partylegal action in Connecticut state court, First Judicial District for Stamford, against the Company and Robert Zahm.  The complaint alleged that (i) the company improperly extended the maturity date of the Plaintiff's convertible note in the amount of $1,500,000 and (ii) improperly converted the loan into the Company's stock. The Complaint alleges that the Company is liable to any material pending legal proceedings.the Plaintiff for the $4,500,000 plus interest.  The Company believes this claim to be without merit, and intends to vigorously defend itself against it.

Item 1A. Risk Factors

See the risk factors described in Item 1A of the Company's 2015 annual report on Form 10-K filed with the SEC on March 30, 2016.Not required.

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

On September 7, 2016,February 22, 2017, we completed the actions contemplated by the Reorganization Agreement (see note 9 – Business Acquisitions/Dispositions) and merged with and into BlackRidge with BlackRidge continuing as the surviving corporation. Upon completion of the Agreement, Grote Molen soldissued (pursuant to Rule 506(b) of Regulation D of Section 4(a)(2) of the Securities Act of 1933) 3,783,791 shares of its newly designated Series A Preferred Stock and 12,825,683 shares of common stock purchase warrants to an accredited investorthe stockholders of BlackRidge in considerationexchange for all the conversion/cancellationissued and outstanding shares of its $50,000 promissory noteSeries A Preferred Stock and Common Stock of BlackRidge.  Because BlackRidge continues as the surviving entity, the net effect from this transaction on the outstanding stock of the Company was the addition of 8,965,000 shares of common stock held by the investors of Grote Molen at the time of the acquisition.

Between January 13, 2017 and February 27, 2017, the Company issued (pursuant to such investor.  The warrants entitleRule 506(b) of Regulation D of Section 4(a)(2) of the investor to purchase up to 5,000,000Securities Act of 1933) 62,502 shares of the Registrant'sCompany's preferred stock along with 5 year warrants to purchase 625,000 shares of the company's common stock at an exercise price per share of $0.70 to several investors for aggregate proceeds of $375,000, or $0.60 per share.  The warrants were valued $104,765 using the Black-Scholes pricing model.

Between February 27, 2017 and March 31, 2017, the Company issued (pursuant to Rule 506(b) of Regulation D of Section 4(a)(2) of the Securities Act of 1933) 6,170,162 shares of the Company's common stock and 5 year warrants to purchase 2,541,112 shares of the Company's common stock at an average exercise price per share of $0.37 to several investors for aggregate proceeds of $2,776,573. The warrants were valued $467,566 using the Black-Scholes pricing model.

On February 2, 2017, the Company issued (pursuant to Rule 506(b) of Regulation D of Section 4(a)(2) of the Securities Act of 1933) warrants to purchase 166,667 shares of the Company's common stock at an exercise price of $0.70 per share during the five-year period commencing September 1, 2018. 

During the three months ended September 30, 2016, Grote Molen sold 1,691,000 Units, each consisting of one share of common stock and one five-year common stock purchase warrant exercisable at $0.70$0.60 per share in conjunction with a private offeringdebt agreement.  The warrants were valued at $30,002 using the Black-Scholes pricing model and were recorded as a discount to accredited investors, at an offering price of $0.10 per Unit, for total proceeds of $169,100.the debt agreement.

Each ofBetween February 9, 2017 and March 6, 2017, the investors in the foregoing transactions represented that he, she or it was an "accredited investor" as defined inCompany issued (pursuant to Rule 501506(b) of Regulation D.  No underwriter was involved in anyD of the foregoing transactions and the securities were sold by Grote Molen directly to the investors.  The securities were sold without registration underSection 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from such registration requirements provided by Section 4(2)1933) warrants to purchase 150,001 shares of the Securities Act for transactions not involving any public offering.Company's common stock at an exercise price per share of $0.60 to several parties in conjunction with short term notes and advances.  The securitieswarrants were sold without general advertising or solicitation,valued at $27,945 using the investors acknowledged that theyBlack-Scholes pricing model and were purchasing restricted securities which had not been registered under the Securities Act and which were subjectrecorded to certain restrictions on resale, and the certificates or agreements representing the securities were or will, when issued, be imprinted with the usual and customary restricted stock legend.Itemadditional paid in capital.

Item 3. Defaults upon Senior Securities

Not Applicable.None.

Item 4. Mine Safety Disclosures

Not Applicable.applicable.

Item 5. Other Information

Not Applicable.applicable.

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Item 6:6. Exhibits

The following exhibits are filed as part of this report:

Identification of Exhibit
Exhibit No.
Description of Exhibit
3.1
Articles of Incorporation, as amended (1)
3.2
Bylaws (1)
4.1CommonCertificate of designation for Series A Preferred Stock, Purchase Warrant Agreement dated as of September 7, 2016*
amended *
4.2
Form of Five-Year Common Stock Purchase Warrant Included in Unit Offering*
Offerings (2)
10.1Promissory Note dated July 15, 2016*
December 12, 2012 *
10.2Promissory Note dated August 9, 2016*
December 12, 2012 *
10.3Promissory Note dated September 30, 2013 *
10.4Promissory Note dated October 31, 2013 *
10.5Promissory Note dated October 1, 2014 *
10.6
Promissory Note dated November 30, 2015 *
10.7Promissory Note dated February 2, 2017 *
10.8Settlement Agreement and Release and Note dated November 2, 2016 *
10.9Settlement Agreement and Release and Note dated November 2, 2016 *
10.10
Completion of Plan of Reorganization dated as of September 6, 2016February 22, 2017 (2)
10.11
10.4Warrant Purchase Agreement
Disposition of Assets dated as of September 7, 2016*
March 31, 2017 (3)
31.1Section 302 Certification of Chief Executive andOfficer *
31.2Section 302 Certification of Chief Financial Officer*
Officer *
32.1Section 1350 Certification of Chief Executive Officer and*
32.2Section 1350 Certification of Chief Financial Officer*
101 INSXBRL Instance Document*
101SCHXBRL Taxonomy Extension Schema*
101 CALXBRL Taxonomy Extension Calculation Linkbase*
101 DEFXBRL Taxonomy Extension Definition Linkbase*
101 LABXBRL Taxonomy Extension Label Linkbase*
101 PREXBRL Taxonomy Extension Presentation Linkbase*Officer *
(1)
Incorporated by reference to 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 to the Company's September 30, 2016 Report on Form 10-Q filed November 14, 2017.
(3)
Incorporated by reference to Exhibit Number 10.1 of the current report on Form 8-K filed with the SEC on September 7, 2016 and amended on Form 8-K filed with the SEC on February 24, 2017.
(4)
Incorporated by reference to the current report on Form 8-K filed with the SEC on April 6, 2017Filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 2, 2011 and incorporated herein by reference.

(1) Incorporated by reference to 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 to Exhibit Number 10.1 of the current report on Form 8-K filed with the SEC on September 7, 2016.
* Exhibits filed with this report.Filed herewith
2018
SIGNATURES

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


NORTHSIGHT CAPITAL, INC.
(Issuer)

Date:Grote Molen, Inc.May 15, 2017By:
/s/ Robert Graham
  
  
Robert Graham,
Chief Executive Officer and President

Dated:  November 14, 2016Date:May 15, 2017By:
By /s//s/ John B. HofmanBluher
 John B. Hofman
 President, Secretary and Treasurer
 (Principal Executive and Accounting Officer)
John Bluher,
Chief Financial Officer
 
 

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