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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 June 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 000-49654
 
 
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 o    No x
 
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 August 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 June 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
    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 6
Exhibits
    13  
         
Signatures
    14  
 
 
2

 
PART I – FINANCIAL INFORMATION 
ITEM 1.  FINANCIAL STATEMENTS

 
CIMARRON SOFTWARE, INC.
BALANCE SHEETS
JUNE 30, 2013 AND DECEMBER 31, 2012
             
   
6/30/2013
   
12/31/2012
 
ASSETS
           
Current Assets
           
Cash and Cash Equivalents
  $ 48,609     $ 110,938  
Accounts Receivable
    169,612       75,482  
Accounts Receivable- Related Party
    -       -  
Note Receivable - Related Party Short-Term
    158,676       150,000  
Prepaid Expenses
    1,589       389  
Total Current Assets
    378,486       336,809  
                 
Note Receivable - Related Party Long-Term
    169,220       258,220  
Property and Equipment, Net
    15,290       15,877  
Total Assets
  $ 562,996     $ 610,906  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Accounts Payable
  $ 14,781     $ 28,142  
Accrued Expenses
    22,222       10,262  
Notes Payable - Related Party
    567,472       571,872  
Deferred Revenue
    35,258       27,041  
Lease Payable-Short Term
    6,690       6,187  
Total Current Liabilities
    646,423       643,504  
                 
Non Current Liabilities
               
Lease Payable-Long Term
    7,861       8,249  
                 
Total Liabilities
    654,284       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  June 30, 2013 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
               
June 30, 2013 and
               
December 31, 2012, respectively
    86,033       86,033  
Paid in Capital
    13,420,410       13,342,972  
Accumulated Deficit
    (13,797,850 )     (13,669,971 )
Total Stockholders' Deficit
    (91,288 )     (40,847 )
                 
Total Liabilities and Stockholders' Deficit
  $ 562,996     $ 610,906  
 
See accompanying notes to the financial statements
 
 
3

 
 
CIMARRON SOFTWARE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
                         
   
For the Three Months Ended June 30,
   
For the Six Months Ended June 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Service Revenue
  $ 62,976     $ 183,328     $ 221,035     $ 250,602  
Service Revenue - Related Party
    155,835       121,360       202,001       262,523  
Total Service Revenue
    218,811       304,688       423,036       513,125  
                                 
Cost of Services
    153,153       61,033       338,606       126,435  
Cost of Services - Related Party
    69,171       75,828       88,017       178,380  
Total Cost of Services
    222,324       136,861       426,623       304,815  
                                 
Gross Profit (Loss)
    (3,513 )     167,827       (3,587 )     208,310  
                                 
Operating Expenses
                               
General and Administrative Costs
    21,171       37,297       51,257       71,341  
Professional Fees-Related Party
    15,753       15,818       31,639       36,162  
Professional Fees
    3,031       13,479       32,828       25,652  
Total Operating Expenses
    39,955       66,594       115,724       133,155  
                                 
Loss from Operations
    (43,468 )     101,233       (119,311 )     75,155  
                                 
Interest Expense
    (8,962 )     (9,048 )     (18,044 )     (17,983 )
Interest Income
    3,827       -       9,676       -  
Other Income
    -       -       -       1,003  
Loss from Continuing Operations
                               
Before Income Taxes
    (48,603 )     92,185       (127,679 )     58,175  
                                 
Income Tax
    200       (3 )     200       (3 )
                                 
Net Loss
  $ (48,803 )   $ 92,188     $ (127,879 )   $ 58,178  
                                 
Net Loss per Common Share - Basic
  $ (0.03 )   $ 0.06     $ (0.09 )   $ 0.04  
                                 
Net Loss per Common Share - Diluted
  $ (0.03 )   $ 0.05     $ (0.09 )   $ 0.03  
                                 
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  
 
See accompanying notes to the financial statements

 
4

 
 
CIMARRON SOFTWARE, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
             
   
For the Six Months Ended June 30,
 
   
2013
   
2012
 
Cash Flows from Operating Activities:
           
Net Loss
  $ (127,879 )   $ 58,178  
Adjustments to Reconcile Net Loss to Net Cash From Operating Activites:
               
Depreciation Expense
    4,087       2,317  
Contributed Services
    60,200       54,600  
Stock Compensation
    150       300  
Gain on Sale of Investments
    -       (833 )
Imputed Interest on Related Party Notes Payable
    17,088       17,155  
Changes in:
               
Accounts Receivable
    (94,130 )     (24,103 )
Accounts Receivable - Related Party
    -       4,024  
Prepaid Expense
    (1,200 )     (1,213 )
Accounts Payable
    (13,362 )     (21,473 )
Accrued Expenses
    11,961       (17,110 )
Deferred Revenue
    8,217       7,948  
Net Cash From Operating Actvities
    (134,868 )     79,790  
                 
Cash Flows from Investing Activities:
               
 Purchase of Equipment
    (3,500 )     18,953  
 Note Receivable - Related Party
    80,324       -  
 Net Cash From  Investing Activities
    76,824       18,953  
                 
Cash Flows from Financing Activities:
               
 Repayment of Lease Payable
    (3,385 )     (1,933 )
 Issuance of Notes Payable - Related Parties
    -       30,000  
 Repayment of Notes Payable - Related Party
    (4,400 )     -  
 Net Cash From Financing Activities
    (4,285 )     28,067  
                 
Net Increase (Decrease) in Cash and Cash Equivalents
    (62,329 )     126,810  
                 
Cash and Cash Equivalents, Beginning of Period
    110,938       47,851  
                 
Cash and Cash Equivalents, End of Period
  $ 48,609     $ 174,661  
                 
Supplemental Disclosures of Cash Flow Information:
               
 Cash paid during the period for:
               
Interest
  $ 957     $ -  
Income Taxes
  $ -     $ -  
                 
Non-cash Investing and Financing activities:
               
 Capital Contributions Made in Lieu of Payment for Services Rendered by Related Party
  $ 26,200     $ 31,200  
 Capital Contributions Made in Lieu of Payment for Services Rendered by an Officer of the Company
  $ 34,000     $ 39,000  
 
See accompanying notes to the 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 June 30, 2013 and for the six month period ended June 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 months ended June 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 June 30, 2013 and December 31, 2012, the Company has related party notes 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 $17,088 for the six month period ended June 30, 2013 and $17,155 for the six month period ended June 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.

A customer of the Company 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. The Company recorded revenues from this related party of $202,001 (approximately 48% of total revenue) for the six month period ending June 30, 2013, and $262,523 (approximately 51% of total revenue) for the six month period ended June 30, 2012.

In addition, the Company has a related party note receivable for consulting services provided to this entity valued at $327,896 and $408,220 as of June 30, 2013 and December 31, 2012, respectively. This note bears interest at 6% per annum. The Company recorded $9,676 and $0 of interest income related to this note for the six month period ended June 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 $60,200 for the six month period ended June 30, 2013, and $54,600 for the six month period ended June 30, 2012, which were recorded as contributed services recorded as paid in capital.
 
 
6

 

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 June 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 June 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- Income (Loss) per Share
Basic income (loss) per common share is based on the net income (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 three and six months ended June 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 June 30, 2013 and 2012. These shares were excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2013 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 June 30, 2013 and December 31, 2012, the Company had an accumulated deficit of $13,797,851 and $13,669,971, respectively. In addition, the Company had a net loss for the six months ended June 30, 2013 of $127,879 and negative cash flows from operations of $134,868. 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
On July 2, 2013, an entity in which the company has had an implicit variable interest experienced a change in ownership. The Company is evaluating the accounting implication of this change in ownership, if any.
 
 
7

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

For the Three and Six-month Periods Ended June 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
    Six Months  
   
2013
   
%
   
2012
   
%
   
2013
   
%
   
2012
   
%
 
Revenue
    218,811       100       304,688       100       423,036       100       513,125       100  
Cost of Services
    222,324       100       136,861       45       426,623       100       304,815       59.4  
Gross Profit (Loss)
    (3,513 )     (1.6 )     167,827       55.1       (3,587 )     (0.8 )     208,310       40.6  
Operating Expenses
    39,955       18.3       66,594       21.9       115,724       27.4       133,155       25.9  
Operating Income/(Loss)
    (43,468 )     (19.9 )     101,233       33.2       (119,311 )     (28.2 )     75,155       14.6  
Net Income/(Loss)
    (48,803 )     (22.3 )     92,188       30.3       (127,879 )     (30.2 )     58,178       11.3  
 
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 six months ended June 30, 2013 compared to the same period in the prior year due to the Company losing a costumer in early 2013. Cost of Services increase and gross profit decreased as a result of increased payroll costs.

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

   
2013
   
2012
 
Current Assets
  $ 378,486     $ 336,809  
Note Receivable-Related Party Long-Term
    169,220       258,220  
Property and Equipment
    15,290       15,877  
Total Assets
    562,996       610,906  
Current Liabilities
    646,423       643,504  
Non-Current Liabilities
    7,861       8,249  
Total Liabilities
    654,284       651,753  
Stockholder’s Deficit
    (91,288 )     (40,847 )
Total Liabilities and Deficit
  $ 562,996     $ 610,906  

 
8

 
 
As of June 30, 2013, current assets increased $41,677 from December 31, 2012 due to increases in accounts receivable of $94,130 and notes receivable related party of $8,676 which was partially offset by a decrease in cash by $62,329. Non-current assets decreased due to a decrease in the long-term portion of notes receivable from related parties by $89,000, as well as depreciation expense recorded for the six months ended June 30, 2013. As of June 30, 2013, current liabilities increased by $2,920 from December 31, 2012 due to an increase in accrued liabilities and accounts payable based on timing of the payment of expenses.

At June 30, 2013, the Company had cash funds of $48,609.

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 six months ended June 30, 2013 and 2012, the Company recognized $60,200 and $54,600 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 March 31, 2013, the Company has $48,609 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 likely 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.
 
 
9

 

Subsequent Events
On July 2, 2013, an entity in which the company has had an implicit variable interest experienced a change in ownership. The Company is evaluating the accounting implication of this change in ownership, if any.

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 June 30, 2013 and December 31, 2012.
 
 
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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 $35,258 and $27,041 at the periods ended June 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 year ended June 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.
 
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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 August 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.
 
 
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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: August 14, 2013
By:
/s/ David Fuhrman  
    David Fuhrman  
    Executive OfficerChief  
    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:August 14, 2013
By:
/s/ David Fuhrman  
    David Fuhrman, Chief Executive Officer,  
    Chief Financial Officer, and Director  
 
Date:August 14, 2013
By:
/s/ Rob Sargent  
    Rob Sargent , Director  
 
 
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