Panbela Therapeutics, Inc. - FORM 10-Q

Attached files

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EX-31.1 - CERTIFICATION - Panbela Therapeutics, Inc.	cimarron_ex311.htm
EX-31.2 - CERTIFICATION - Panbela Therapeutics, Inc.	cimarron_ex312.htm
EXCEL - IDEA: XBRL DOCUMENT - Panbela Therapeutics, Inc.	Financial_Report.xls
EX-32.2 - CERTIFICATION - Panbela Therapeutics, Inc.	cimarron_ex322.htm
EX-32.1 - CERTIFICATION - Panbela Therapeutics, Inc.	cimarron_ex321.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________

Commission File Number 333-181388

Cimarron Software, Inc.

(Exact name of registrant as specified in its charter)

Utah		87-0543922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

30 E. Broadway, Ste. 204

Salt Lake City, UT 84111

(Address of principal executive offices, including zip code)

(801) 532-3080

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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 x No o

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 14, 2013, the issuer had 1,450,322 outstanding shares of common stock, no par value.

CIMARRON SOFTWARE INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2013

INDEX

		Page

	PART I – FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)
	Condensed Balance Sheets		3
	Condensed Statements of Operations		4
	Condensed Statements of Cash Flows		5
	Notes to Condensed Financial Statements		6

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

Item 3	Quantitative and Qualitative Disclosures About Market Risk		13

Item 4	Controls and Procedures		13
	PART II – OTHER INFORMATION
Item 1	Legal Proceedings		14

Item 6	Exhibits		15

Signatures			16

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CIMARRON SOFTWARE, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

		9/30/2013			12/31/2012
ASSETS
Current Assets
	Cash and Cash Equivalents	$	103,751		$	110,938
	Accounts Receivable		19,660			75,482
	Accounts Receivable- Related Party		127,624			-
	Note Receivable - Related Party Short-Term		143,354			150,000
	Prepaid Expenses		954			389
	Total Current Assets		395,343			336,809

	Note Receivable - Related Party Long-Term		124,720			258,220
	Property and Equipment, Net		13,246			15,877
Total Assets		$	533,309		$	610,906

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Accounts Payable	$	13,952		$	28,142
	Accrued Expenses		19,099			10,262
	Notes Payable - Related Party		567,472			571,872
	Deferred Revenue		46,650			27,041
	Lease Payable-Short Term		6,445			6,187
	Total Current Liabilities		653,618			643,504

Non Current Liabilities
	Lease Payable-Long Term		6,403			8,249

Total Liabilities			660,021			651,753

Stockholders' Deficit
	Preferred Stock, no par value,
	500,000 shares Series A and 200,000 shares Series B authorized.
	200,119 shares Series A issued and outstanding
	as of September 30, 2013 and
	and December 31, 2012, respectively		200,119			200,119
	Common Stock, no par value,
	10,000,000 shares authorized.
	1,450,322 shares issued and outstanding as of
	September 30, 2013 and
	December 31, 2012, respectively		86,033			86,033
	Paid in Capital		13,449,001			13,342,972
	Accumulated Deficit		(13,861,865	)		(13,669,971	)
	Total Stockholders' Deficit		(126,712	)		(40,847	)

Total Liabilities and Stockholders' Deficit		$	533,309		$	610,906

The accompanying notes are an integral part of these condensed financial statements.

CIMARRON SOFTWARE, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

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

Service Revenue	$	42,549		$	194,894		$	263,584		$	445,496
Service Revenue - Related Party		203,491			132,530			405,492			395,053
Total Service Revenue		246,040			327,424			669,076			840,549

Cost of Services		157,511			79,309			496,117			205,744
Cost of Services - Related Party		72,647			101,636			160,664			280,016
Total Cost of Services		230,158			180,945			656,781			485,760

Gross Profit		15,882			146,479			12,295			354,789

Operating Expenses
General and Administrative Costs		39,207			32,633			96,464			103,974
Professional Fees-Related Party		15,868			15,814			47,507			51,977
Professional Fees		15,071			15,303			47,899			40,955
Total Operating Expenses		70,146			63,750			191,870			196,906

Income (Loss) from Operations		(54,264	)		82,729			(179,575	)		157,883

Interest Expense		(8,910	)		(9,083	)		(26,954	)		(27,067	)
Interest Income		5,179			-			14,855			-
Other Income		-			-			-			1,003
Income (Loss) from Continuing Operations
Before Income Taxes		(57,995	)		73,646			(191,674	)		131,819

Income Tax		220			39			220			36

Net Income (Loss)	$	(58,215	)	$	73,607		$	(191,894	)	$	131,783

Net Income (Loss) per Common Share - Basic	$	(0.04	)	$	0.05		$	(0.13	)	$	0.09

Net Income (Loss) per Common Share - Diluted	$	(0.04	)	$	0.04		$	(0.13	)	$	0.07

Weighted Average Shares Outstanding - Basic and Diluted		1,450,322			1,450,322			1,450,322			1,450,322

Weighted Average Shares Outstanding - Diluted		1,450,322			1,950,441			1,450,322			1,950,441

The accompanying notes are an integral part of these condensed financial statements.

CIMARRON SOFTWARE, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September 30,
	2013			2012
Cash Flows from Operating Activities:
Net Income (Loss)	$	(191,894	)	$	131,783
Adjustments to Reconcile Net Income (Loss) to Net Cash From Operating Activites:
Depreciation Expense		6,130			3,618
Contributed Services		80,300			73,700
Stock Compensation		150			450
Gain on Sale of Investments		-			(833	)
Imputed Interest on Related Party Notes Payable		25,581			25,783
Changes in:
Accounts Receivable		55,822			(23,742	)
Accounts Receivable - Related Party		(127,624	)		(108,506	)
Prepaid Expense		(565	)		(630	)
Accounts Payable		(14,191	)		(24,941	)
Accrued Expenses		8,837			(16,965	)
Deferred Revenue		19,609			11,173
Net Cash From Operating Actvities		(137,845	)		70,890

Cash Flows from Investing Activities:
Purchase of Equipment		(3,500	)		(2,756	)
Note Receivable - Related Party		140,146			-
Proceeds from Sale of Investments		-			19,123
Net Cash From Investing Activities		136,646			16,367

Cash Flows from Financing Activities:
Issuance of Lease Payable		3,500			2,586
Repayment of Lease Payable		(5,088	)		(2,796	)
Issuance of Notes Payable - Related Parties		-			30,000
Repayment of Notes Payable - Related Party		(4,400	)		(18,600	)
Net Cash From Financing Activities		(5,988	)		11,190

Net Increase (Decrease) in Cash and Cash Equivalents		(7,187	)		98,447

Cash and Cash Equivalents, Beginning of Period		110,938			47,851

Cash and Cash Equivalents, End of Period	$	103,751		$	146,298

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	1,373		$	-

Non-cash Investing and Financing activities:
Capital Contributions Made in Lieu of Payment for Services Rendered by Related Party	$	31,800		$	26,200
Capital Contributions Made in Lieu of Payment for Services Rendered by an Officer of the Company	$	48,500		$	47,500

The accompanying notes are an integral part of these condensed financial statements.

CIMARRON SOFTWARE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies

The Company and Nature of Business

Cimarron Software, Inc., (the Company) was incorporated under the laws of the State of Utah on February 9, 1995, and is primarily a developer and distributor of customized computer software for use in medical research.

Basis of Presentation

The condensed interim financial information of the Company as of September 30, 2013 and for the nine month periods ended September 30, 2013 and 2012 is unaudited, and the balance sheet as of December 31, 2012 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2013. The unaudited financial statements should be read in conjunction with the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. In particular, the Company’s significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report.

Note 2 – Related Party Transactions

Notes Payable – Related Party consists of balances due to original founders David Fuhrman and Robert Sargent, for additional services performed on behalf of the Company. As of September 30, 2013 and December 31, 2012, the Company has related party notes payable totaling $567,472 and $571,872, respectively. In January 2012, the Company entered into a note payable with a related party in the amount of $10,000. In May 2012, the Company entered into two notes with related parties in the amounts of $11,000 and $9,000. The Company paid $18,600 toward these two notes in July 2012, leaving $1,400 outstanding on the David Fuhrman note as of December 31, 2012. The remaining $1,400 outstanding on the David Fuhrman note was paid in full in February 2013.

Interest expenses on the related party notes payable accrues at a rate of six percent per annum and was $26,954 for the nine month period ended September 30, 2013 and $27,067 for the nine month period ended September 30, 2012. The interest on the related party notes was recorded as an increase to equity, since the interest amounts are not expected to be paid out, but are being contributed to the Company by primary shareholders.

An implicit variable interest exists between the Company and another entity which contracts with the Company to provide software programming. This entity is also a related party resulting from certain members of the Company's management who are also involved in the management of the related party, though no financial support is provided by the Company to this entity. This entity has historically been disclosed by the Company as an unconsolidated Variable Interest Entity (VIE) due to the implicit variable interest between the Company and this entity. On July 2, 2013, the ownership structure of this entity changed, causing the Company to re-evaluate its variable interest in this entity to determine whether or not, based upon the new ownership structure, the nature of the relationship has changed such that the Company should now consolidate this entity.

An entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and consolidates the VIE. A Corporation is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company does not have the obligation to absorb losses or the right to receive benefits that are significant to the VIE. Accordingly, based on the Company’s assessment, it neither is the primary beneficiary of nor has a controlling financial interest in this VIE. Accordingly, this VIE has not been consolidated by the Company.

The Company recorded revenues from this related party of $405,492 (approximately 61% of total revenue) for the nine month period ending September 30, 2013, and $395,053 (approximately 47% of total revenue) for the nine month period ended September 30, 2012.

The Company recorded accounts receivable related to the revenues from this related party of $127,624 for the nine month period ending September 30, 2013, and $0 for the year ended December 31, 2012.

In addition, the Company has a related party note receivable for consulting services provided to this entity valued at $268,074 and $408,220 as of September 30, 2013 and December 31, 2012, respectively. This note bears interest at 6% per annum. The Company recorded $14,855 and $0 of interest income related to this note for the nine month period ended September 30, 2013 and 2012, respectively.

In the year ended December 31, 2010, the Company entered into an agreement with an entity which is owned by a relative of the president of the Company to provide financial management consulting services. The agreement states that for each hour of services billed to the Company, the associated fee shall be contributed to the Company. The Company recognized contributions of $80,300 for the nine month period ended September 30, 2013, and $73,700 for the nine month period ended September 30, 2012, which were recorded as contributed services recorded as paid in capital.

Note 3 – Capital Stock

The Company is authorized to issue 500,000 shares of Series A preferred stock with no par value and 200,000 shares of Series B preferred stock with no par value. As of September 30, 2013 and December 31, 2012 there were 200,119 shares of Series A preferred stock issued and outstanding and no shares of Series B preferred stock issued or outstanding.

The Company has neither declared nor paid dividends during the periods ended September 30, 2013 and December 31, 2012.

Note 4 – Fair Value of Financial Instruments

The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and note payables approximate the carrying amount due to the short duration of these accounts.

Note 5 – Loss per Share

Basic loss per common share is based on the net loss divided by weighted average number of common shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. As the Company has a net loss for the period ended September 30, 2013, any potentially dilutive shares are anti-dilutive and are thus not included into the earnings per share calculation. The Company had 500,119 common stock equivalents outstanding as of September 30, 2013. These shares were excluded from the computation of diluted earnings per share as they are anti-dilutive.

Note 6 – 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. As of September 30, 2013 and December 31, 2012, the Company had an accumulated deficit of $13,861,865 and $13,669,971, respectively. In addition, the Company had a net loss for the nine months ended September 30, 2013 of $191,894 and negative cash flows from operations of $137,845. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements on a continuing basis, to maintain or replace present financing, to acquire additional capital from investors, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company intends to continue to serve its customers as a developer and distributor of customized computer software used in computer research. The Company intends to focus on raising additional capital and finding additional avenues to distribute its software. To the extent that any such financing involves the sale of our equity, our current stockholders could be substantially diluted. There is no assurance that we will be successful in achieving any or all of these objectives.

Note 7 – Subsequent Events

There have been no subsequent events that have a material impact on the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

For the Three and Nine-month Periods Ended September 30, 2013 and 2012

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of sales revenue for the periods indicated in dollars.

	Three Months										Nine Months
	2013			%			2012		%		2013			%			2012		%
Revenue		246,040			100			327,424		100		669,076			100			840,549		100
Cost of Services		230,158			93.5			180,945		55.3		656,781			98.2			485,760		57.8
Gross Profit		15,882			6.5			146,479		44.7		12,295			1.8			354,789		42.2
Operating Expenses		70,146			28.5			63,750		19.5		191,870			28.7			196,906		23.4
Operating Income/(Loss)		(54,264	)		(22.1	)		82,729		25.3		(179,575	)		(26.8	)		157,883		18.8
Net Income/(Loss)		(58,215	)		(23.7	)		73,607		22.5		(191,894	)		(28.7	)		131,783		15.7

Revenues consist of non-technology integration consulting services, technology integration consulting services, product maintenance, and travel and expenses billed to the customer. Revenues decreased for the three and nine months ended September 30, 2013 compared to the same period in the prior year due to the Company losing a customer in early 2013. Cost of Services increased and gross profit decreased as a result of increased payroll costs.

The following tables set forth key components of our balance sheets as of September 30, 2013 and December 31, 2012, both in dollars.

	2013			2012
Current Assets	$	395,343		$	336,809
Note Receivable-Related Party Long-Term		124,720			258,220
Property and Equipment		13,246			15,877
Total Assets		533,309			610,906
Current Liabilities		653,618			643,504
Non-Current Liabilities		6,403			8,249
Total Liabilities		660,021			651,753
Stockholder’s Deficit		(126,712	)		(40,847	)
Total Liabilities and Deficit	$	533,309		$	610,906

As of September 30, 2013, current assets increased $58,534 from December 31, 2012 due to increases in accounts receivable from a related party of $127,624 and prepaid expenses of $565, which was partially offset by a decrease in non-related party accounts receivable of $55,822, a decrease in cash of $7,187, and a decrease in a short-term notes receivable from related parties of $6,646. Non-current assets decreased due to a decrease in the long-term portion of notes receivable from related parties by $133,500, as well as depreciation expense recorded for the nine months ended September 30, 2013. As of September 30, 2013, current liabilities increased by $10,114 from December 31, 2012 due to an increase in accrued expenses and deferred revenue partially offset by a decrease in related party notes payable and accounts payable.

At September 30, 2013, the Company had cash funds of $103,751.

The Company’s practice has been to record Haxton Management, LLC consulting fees as well as some payroll expense for the Company’s president as contributed services. For the nine months ended September 30, 2013 and 2012, the Company recognized $80,300 and $73,700 in capital contributions made in lieu of payment for services, respectively. If these services were paid in cash, rather than contributed, the Company’s cash needs would increase.

The Company’s management believes that as the Company increases its cash level through additional financing and higher revenues that these future services noted above will be paid in cash, rather than contributed.

Liquidity and Capital Resources

The Company has been and is currently operating with a relatively low level of cash and liquidity and that could lead to difficulty if not favorably resolved. The Company desires to improve this situation through additional equity and debt investments in the Company and cash generated from higher revenues.

The Company anticipates that its cash needs for the next twelve months for working capital and capital expenditures will be approximately $120,000. As of September 30, 2013, the Company has $103,751 in cash and believes its current cash and cash flow from operations will only be sufficient to meet anticipated cash needs for the next twelve months for working capital and capital expenditures. The Company’s president and a related party are currently contributing services to the Company, and if the Company were required to pay cash for those services, its cash and cash flow from operations would not be sufficient to meet anticipated cash needs for the next twelve months. The Company will require additional cash resources due to possible changed business conditions or other future developments. The Company may seek to sell additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

The Company’s ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: investors’ perception of, and demand for, securities of web hosting and related service companies; conditions of the U.S. and other capital markets in which we may seek to raise funds; future results of operations, financial condition and cash flow. Therefore, the Company’s management cannot assure that financing will be available in amounts or on terms acceptable to the Company, or if at all. Any failure by the Company’s management to raise additional funds on terms favorable to the Company could have a material adverse effect on the Company’s liquidity and financial condition.

In the event we are not successful in reaching our sustained revenue targets, we anticipate that depending on market conditions and our plan of operations, we may incur operating losses. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit to cover our operating expenses. Consequently, there remains the possibility that the Company may not continue to operate as a going concern in the long term. We are subject to many factors which could detrimentally affect us. Many of these risk factors are outside management’s control, including demand for our products and services, our ability to hire and retain talented and skilled employees and service providers, as well as other factors.

Subsequent Events

There have been no subsequent events that have a material impact on the Company.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and are subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

Critical Accounting Policies

Our financial statements are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements included in The Company’s Annual Report on Form 10-K for the year ended December 31, 2012. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.

Revenue Recognition

Revenues from contracts for non-technology integration consulting services with fees based on time and materials are recognized as the services are performed and amounts are earned in accordance with the Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “Revenue Recognition” (“SAB 104”). The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. In such contracts, the Company’s efforts, measured by time incurred, typically represent the contractual milestones or output measure, which is the contractual earnings pattern. For non-technology integration consulting contracts with fixed fees, the Company recognizes revenues as amounts become billable in accordance with contract terms, are consistent with the services delivered, and are earned.

Revenues from contracts for technology integration consulting services where the Company designs/redesigns, builds and implements new or enhanced systems applications and related processes for its clients are recognized on the percentage-of-completion method, which involves calculating the percentage of services provided during the reporting period compared to the total estimated services to be provided over the duration of the contract. This method is followed where reasonably dependable estimates of revenues and costs can be made. Estimates of total contract revenues and costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses.

Such revisions may result in increases or decreases to revenues and income and are reflected in the financial statements in the periods in which they are first identified. If the Company’s estimates indicate that a contract loss will occur, a loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the contract and are included in cost of services and classified in accrued expenses. There were no contracts in which a loss is probable or reasonably estimable at September 30, 2013 and December 31, 2012.

Revenues for contracts with multiple elements are allocated based on the lesser of the element’s relative fair value or the amount that is not contingent on future delivery of another element. If the amount of non-contingent revenues allocated to a delivered element accounted for under the percentage-of-completion method of accounting is less than the costs to deliver such services, then such costs are deferred and recognized in future periods when the revenues become non-contingent. Fair value is determined based on the prices charged when each element is sold separately. Elements qualify for separation when the services have value on a stand-alone basis, fair value of the separate elements exists and, in arrangements that include a general right of refund relative to the delivered element, performance of the undelivered element is considered probable and substantially in the Company’s control. While determining fair value and identifying separate elements require judgment, generally fair value and the separate elements are readily identifiable as the Company also sells those elements unaccompanied by other elements.

Revenue related to product maintenance contracts is recognized on a straight-line basis over the delivery period. The maintenance contracts are generally one year in length. Maintenance fee revenue has been calculated for any portion allocable to the current year with the balance remaining as deferred revenue. The net unamortized deferred maintenance fees were $46,650 and $27,041 at the periods ended September 30, 2013 and December 31, 2012, respectively.

Revenues include billings for travel and other out-of-pocket expenses prior to reimbursements to the employee by the Company.

The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company is a “smaller reporting company,” this item is not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the quarter ended September 30, 2013 covered by this Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Management’s Report on Internal Control over Financial Reporting

As a smaller reporting company and emerging growth company, we are not required to provide a report on the effectiveness of our internal controls over financial reporting until our second annual report (our report on the fiscal year ending December 31, 2013), and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smaller reporting company.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of November 14, 2013, there were no pending or threatened lawsuits.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Number		Description

3.1		Articles of Incorporation (incorporated by reference to our Form S-1 Registration Statement filed on May 14, 2012)

3.2		Bylaws (incorporated by reference to our Form S-1 Registration Statement filed on May 14, 2012)

3.3		Articles of Restatement (incorporated by reference to our Form S-1 Registration Statement filed on May 14, 2012)

3.4		Articles of Amendment (incorporated by reference to our Form S-1 Registration Statement filed on May 14, 2012)

31.1		Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

99.1		Non-Negotiable Promissory Note (incorporated by reference to our Form S-1/A Registration Statement filed on September 13, 2012)

99.1		Services Agreement (incorporated by reference to our Form S-1/A Registration Statement filed on October 9, 2012)

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Cimarron Software, Inc.

Date: November 14, 2013	By:	/s/ David Fuhrman
		David Fuhrman
		Chief Executive Officer
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: November 14, 2013	/s/ David Fuhrman
	David Fuhrman, Chief Executive Officer, Chief Financial Officer, and Director

Date: November 14, 2013	/s/ Rob Sargent
	Rob Sargent, Director

Attached files

Panbela Therapeutics, Inc. Reports

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