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EX-31.1 - CERTIFICATION - Panbela Therapeutics, Inc.cimarron_ex311.htm
EX-32.1 - CERTIFICATION - Panbela Therapeutics, Inc.cimarron_ex321.htm
EX-31.2 - CERTIFICATION - Panbela Therapeutics, Inc.cimarron_ex312.htm
EX-32.2 - CERTIFICATION - Panbela Therapeutics, Inc.cimarron_ex322.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 March 31, 2014
   
¨
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 o   No x
 
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 May 15, 2014, 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 March 31, 2014
 
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
    8  
           
Item 3
Quantitative and Qualitative Disclosures About Market Risk
    11  
           
Item 4
Controls and Procedures
    11  
           
PART II – OTHER INFORMATION
           
Item 1
Legal Proceedings
    12  
           
Item 2
Unregistered Sales Of Equity Securities And Use Of Proceeds
    12  
           
Item 3
Defaults Upon Senior Securities
    12  
           
Item 4
Mine Safety Disclosures
    12  
           
Item 5
Other Information
    12  
           
Item 6
Exhibits
    13  
         
Signatures
    14  

 
2

 
 
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
 
CIMARRON SOFTWARE, INC.
CONDENSED BALANCE SHEETS
MARCH 31, 2014 AND DECEMBER 31, 2013
(UNAUDITED)
 
   
3/31/2014
   
12/31/2013
 
ASSETS
           
Current Assets
           
Cash and Cash Equivalents
  $ 71,126     $ 58,822  
Accounts Receivable
    21,320       14,800  
Accounts Receivable- Related Party
    202,411       314,403  
Note Receivable - Related Party Short Term
    90,845       44,500  
Prepaid Expenses
    3,005       318  
Total Current Assets     388,707       432,843  
                 
Note Receivable - Related Party Long Term
    35,720       80,220  
Property and Equipment, Net
    16,534       19,198  
Total Assets
  $ 440,961     $ 532,261  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Accounts Payable
  $ 12,713     $ 3,995  
Accrued Expenses
    65,864       51,420  
Notes Payable - Related Party
    567,472       567,472  
Deferred Revenue
    22,860       33,041  
Lease Payable-Short Term
    7,192       7,767  
Total Current Liabilities     676,101       663,695  
                 
Non Current Liabilities
               
Lease Payable-Long Term
    4,815       6,458  
                 
Total Liabilities
    680,916       670,153  
                 
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 March 31, 2014 and and December 31, 2013, respectively     200,119       200,119  
Common Stock, no par value,
               
10,000,000 shares authorized.                
1,450,322 shares issued and outstanding as of                
March 31, 2014 and and December 31, 2013, respectively     86,033       86,033  
Paid in Capital
    13,466,440       13,457,948  
Accumulated Deficit
    (13,992,547 )     (13,881,992 )
Total Stockholders' Deficit     (239,955 )     (137,892 )
Total Liabilities and Stockholders' Deficit
  $ 440,961     $ 532,261  
 
See accompanying notes to condensed financial statements
 
 
3

 
 
CIMARRON SOFTWARE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
For the Three Months Ended
March 31,
 
   
2014
   
2013
 
             
Service Revenue
  $ 40,221     $ 158,059  
Service Revenue - Related Party
    202,611       46,166  
Total Service Revenue
    242,832       204,225  
                 
Cost of Services
    161,520       185,453  
Cost of Services - Related Party
    79,844       18,846  
Total Cost of Services
    241,364       204,299  
                 
Gross Profit (Loss)
    1,468       (74 )
                 
General and Administrative Costs
    48,633       30,086  
Professional Fees-Related Party
    30,317       15,886  
Professional Fees
    26,012       29,797  
                 
Loss from Operations
    (103,494 )     (75,843 )
                 
Interest Expense
    (8,906 )     (9,082 )
Interest Income
    1,845       5,849  
Loss from Continuing Operations
               
Before Income Taxes
    (110,555 )     (79,076 )
                 
Income Tax
    -       -  
Net Loss
  $ (110,555 )   $ (79,076 )
                 
Net Loss per Common Share - Basic and Diluted
  $ (0.08 )   $ (0.05 )
                 
Weighted Average Shares Outstanding - Basic and Diluted
    1,450,322       1,450,322  
 
See accompanying notes to condensed financial statements
 
 
4

 
 
CIMARRON SOFTWARE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(UNAUDITED)
 
   
For the Three Months Ended
March 31,
 
   
2014
   
2013
 
Cash Flows from Operating Activities:
           
Net Loss
  $ (110,555 )   $ (79,076 )
Adjustments to Reconcile Net Loss to Net Cash From Operating Activites:
               
Depreciation Expense
    2,664       2,116  
Contributed Services
    -       25,100  
Stock Compensation
    -       150  
Imputed Interest on Related Party Notes Payable
    8,491       8,561  
Changes in:
               
Accounts Receivable
    (6,520 )     (6,675 )
Accounts Receivable - Related Party
    111,992       (46,166 )
Prepaid Expense
    (2,687 )     (1,836 )
Accounts Payable
    8,719       12,660  
Accrued Expenses
    14,444       6,232  
Deferred Revenue
    (10,181 )     (8,609 )
Net Cash From Operating Actvities
    16,367       (87,543 )
                 
Cash Flows from Investing Activities:
               
Note Receivable - Related Party
    (1,845 )     34,151  
Net Cash From Investing Activities
    (1,845 )     34,151  
                 
Cash Flows from Financing Activities:
               
Repayment of Lease Payable
    (2,218 )     (1,772 )
Repayment of Notes Payable - Related Party
    -       (1,400 )
Net Cash From Financing Activities
    (2,218 )     (3,172 )
                 
Net Increase (Decrease) in Cash and Cash Equivalents
    12,304       (56,564 )
                 
Cash and Cash Equivalents, Beginning of Period
    58,822       110,938  
                 
Cash and Cash Equivalents, End of Period
  $ 71,126     $ 54,374  
                 
Supplemental Disclosures of Cash Flow Information:
               
Cash paid during the period for:
               
Interest
  $ 414     $ 449  
Income Taxes
  $ -     $ -  
                 
Non-cash Investing and Financing activities:
               
Capital Contributions Made in Lieu of Payment for Services Rendered by Related Party
  $ -     $ 10,600  
Capital Contributions Made in Lieu of Payment for Services Rendered by an Officer of the Company
  $ -     $ 14,500  
 
See accompanying notes to condensed financial statements
 
 
5

 
 
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 March 31, 2014 and for the three month periods ended March 31, 2014 and 2013 is unaudited, and the balance sheet as of December 31, 2013 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 months ended March 31, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. 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, 2013. 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 March 31, 2014 and December 31, 2013, the Company has related party notes payable totaling $567,472 and $567,472, respectively. In January 2012, the Company entered into a note payable with a related party in the amount of $10,000.
 
Interest expenses on the related party notes payable accrues at a rate of six percent per annum and was $8,491 for the three month period ended March 31, 2014 and $8,561 for the three month period ended March 31, 2013. 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.

A customer of the Company, Data in Motion LLC, is also a related party. This entity is majority owned by the majority shareholder and Chairman of the Company and a relative of the Chairman, though no financial support is provided by the Company to this entity. The Company recorded revenues from this related party of $202,611 (approximately 83% of total revenue) for the three months ended March 31, 2014, and $46,166 (approximately 23% of total revenue) for the three months ended March 31, 2013. In addition, the Company had related party accounts receivable for consulting services provided to this entity amounting to $202,411 and $314,403 as of March 31, 2014 and December 31, 2013, respectively.

The Company also has a related party note receivable for consulting services provided to this entity valued at $126,565 and $124,720 as of March 31, 2014 and December 31, 2013, respectively. This note bears interest at 6% per annum. The term of note shall be six years with a maturity date of January 1, 2019. The Company recorded $1,845 and $5,849 of interest income related to this note for the three months ending March 31, 2014 and 2013, respectively.
 
 
6

 

In 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. For the three months ending March 31, 2014 and 2013, the Company recognized contributions of $0 and $10,600, respectively, which were recorded as contributed services and recorded to paid in capital. Additionally, the Company recognized services contributed by the president of the Company in the amount of $0 and $14,500 for a total of $0 and $25,100 of contributed services for the three months ending March 31, 2014 and 2013, respectively.

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 March 31, 2014 and December 31, 2013 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 March 31, 2014 and December 31, 2013.

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 periods ended March 31, 2014 and 2013, any potentially dilutive shares are anti-dilutive and are thus not included into the earnings per share calculation. The Company had 466,766 common stock equivalents outstanding as of March 31, 2014 and 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 March 31, 2014 and December 31, 2013, the Company had an accumulated deficit of $13,992,547 and $13,881,992, respectively. In addition, the Company had a net loss for the three months ended March 31, 2014 of $110,555. 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.
 
 
7

 

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

For the Three-month Periods Ended March 31, 2014 and 2013
 
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.
 
   
2014
   
%
   
2013
   
%
 
Revenue
    242,832       100       204,225       100  
Cost of Services
    241,364       99       204,299       100  
Gross Profit (Loss)
    1,468       1       (74 )     -  
Operating Expenses
    104,962       43.2       75,769       37.1  
Loss From Continuing Operations
    (110,555 )     (45.5 )     (79,076 )     (38.7 )
Net Income/(Loss)
    (110,555 )     (45.5 )     (79,076 )     (38.7 )

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 months ended March 31, 2014 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 March 31, 2014 and December 31, 2013, both in dollars.
 
   
2014
   
2013
 
Current Assets
  $ 388,707     $ 432,843  
Note Receivable-Related Party Long-Term
    35,720       80,220  
Property and Equipment
    16,534       19,198  
Total Assets
    440,961       532,261  
Current Liabilities
    676,101       663,695  
Non-Current Liabilities
    4,815       6,458  
Total Liabilities
    680,916       670,153  
Stockholders’ Deficit
    (239,955 )     (137,892 )
Total Liabilities and Stockholders’ Deficit
  $ 440,961     $ 532,261  
 
As of March 31, 2014, current assets decreased $44,136 from December 31, 2013, due to decreases in accounts receivable from a related party of $111,992, which was partially offset by an increase in non-related party accounts receivable of $6,520, an increase in cash of $12,304, an increase in a short-term notes receivable from related parties of $46,345, and an increase in prepaid expenses of $2,687. Non-current assets decreased due to a decrease in the long-term portion of notes receivable from related parties by $44,500, as well as depreciation expense recorded for the three months ended March 31, 2014. As of March 31, 2014, current liabilities increased by $12,406 from December 31, 2013, due to an increase in accounts payable and accrued expenses partially offset by a decrease in and deferred revenue and lease payable.

At March 31, 2014, the Company had cash funds of $71,126.

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 three months ended March 31, 2014 and 2013, the Company recognized $0 and $10,600 in capital contributions made in lieu of payment for services, respectively. The Company paid for these services for the three months ended March 31, 2014.

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.
 
 
8

 

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 March 31, 2014, the Company has $71,126 in cash and believes its current cash, receivables, 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 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, 2013. 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.
 
 
9

 

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 March 31, 2014 and December 31, 2013.
 
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.

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.
 
 
10

 

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 March 31, 2014 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 not 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
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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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 March 31, 2014, 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.
 
 
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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.
 
 
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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: May 15, 2014
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: May 15, 2014
By:
/s/ David Fuhrman
 
   
David Fuhrman
Chief Executive Officer,
Chief Financial Officer, and Director
     
Date: May 15, 2014
By:
/s/ Rob Sargent
 
   
Rob Sargent
Director
 
 
 
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