Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Cimarron Medical, Inc. | |
Entity Central Index Key | 1,029,125 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,450,322 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and Cash Equivalents | $ 64,838 | $ 163,772 |
Accounts Receivable | 12,000 | 18,080 |
Accounts Receivable - Related Party | 105,019 | 208,843 |
Prepaid Expenses | 3,129 | 382 |
Total Current Assets | 184,986 | 391,077 |
Security Deposit | 3,033 | 3,033 |
Property and Equipment, Net | 8,703 | 13,006 |
Total Assets | 196,722 | 407,116 |
Current Liabilities | ||
Accounts Payable | 1,415 | 340 |
Accrued Expenses | 6,614 | 22,043 |
Notes Payable - Related Party | 555,272 | 567,472 |
Deferred Revenue | $ 5,525 | 18,925 |
Lease Payable-Short Term | 6,882 | |
Total Current Liabilities | $ 568,826 | 615,662 |
Non Current Liabilities | ||
Lease Payable-Long Term | 2,413 | |
Total Liabilities | $ 568,826 | 618,075 |
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, 2015 and December 31, 2014, 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, 2015 and December 31, 2014, respectively | 86,033 | 86,033 |
Paid in Capital | 13,508,745 | 13,491,925 |
Accumulated Deficit | (14,167,001) | (13,989,036) |
Total Stockholders' Deficit | (372,104) | (210,959) |
Total Liabilities and Stockholders' Deficit | $ 196,722 | $ 407,116 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Stockholders' Deficit | ||
Preferred Stock, par or stated value | $ 0 | $ 0 |
Preferred Stock Series A, shares authorized | 500,000 | 500,000 |
Preferred Stock Series A, shares issued | 200,119 | 200,119 |
Preferred Stock Series A, shares outstanding | 200,119 | 200,119 |
Preferred Stock Series B, shares authorized | 200,000 | 200,000 |
Common Stock, par or stated value | $ 0 | $ 0 |
Common Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, shares issued | 1,450,322 | 1,450,322 |
Common Stock, shares outstanding | 1,450,322 | 1,450,322 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Statements Of Operations | ||||
Service Revenue | $ 36,800 | $ 36,174 | $ 88,600 | $ 76,395 |
Service Revenue - Related Party | 254,458 | 273,467 | 489,915 | 476,078 |
Total Service Revenue | 291,258 | 309,641 | 578,515 | 552,473 |
Cost of Services | 22,568 | 24,044 | 45,286 | 185,564 |
Cost of Services - Related Party | 119,633 | 130,311 | 242,801 | 210,155 |
Total Cost of Services | 142,201 | 154,355 | 288,087 | 395,719 |
Gross Profit | 149,057 | 155,286 | 290,428 | 156,754 |
General and Administrative Costs | 189,494 | 163,669 | 343,135 | 212,302 |
Professional Fees-Related Party | 30,000 | 30,210 | 60,000 | 60,527 |
Professional Fees | 11,158 | 11,344 | 46,686 | 37,356 |
Loss from Operations | (81,595) | (49,937) | (159,393) | (153,431) |
Interest Expense | $ (8,329) | (8,853) | $ (18,374) | (17,759) |
Interest Income | 1,590 | 3,435 | ||
Loss from Continuing Operations Before Income Taxes | $ (89,924) | (57,200) | $ (177,767) | (167,755) |
Income Tax | 198 | 121 | 198 | 121 |
Net Loss | $ (90,122) | $ (57,321) | $ (177,965) | $ (167,876) |
Net Loss per Common Share - Basic and Diluted | $ (0.06) | $ (0.04) | $ (0.12) | $ (0.12) |
Weighted Average Shares Outstanding - Basic and Diluted | 1,450,322 | 1,450,322 | 1,450,322 | 1,450,322 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNDAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (177,965) | $ (167,876) |
Adjustments to Reconcile Net Loss to Net Cash From Operating Activites: | ||
Depreciation Expense | 4,303 | 4,996 |
Imputed Interest on Related Party Notes Payable | 16,820 | 16,985 |
Changes in: | ||
Accounts Receivable | 6,080 | (880) |
Accounts Receivable - Related Party | 103,824 | 177,238 |
Prepaid Expense | (2,747) | (1,813) |
Accounts Payable | 1,075 | 8,639 |
Accrued Expenses | (15,429) | 16,505 |
Deferred Revenue | (13,400) | (21,155) |
Net Cash From (Used In) Operating Actvities | $ (77,439) | 32,639 |
Cash Flows from Investing Activities: | ||
Note Receivable - Related Party | 35,565 | |
Net Cash From Investing Activities | 35,565 | |
Cash Flows from Financing Activities: | ||
Repayment of Lease Payable | $ (9,295) | $ (4,129) |
Repayment of Notes Payable - Related Party | (12,200) | |
Net Cash From (Used In) Financing Activities | (21,495) | $ (4,129) |
Net Increase (Decrease) in Cash and Cash Equivalents | (98,934) | 64,075 |
Cash and Cash Equivalents, Beginning of Period | 163,772 | 58,822 |
Cash and Cash Equivalents, End of Period | 64,838 | 122,897 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for: Interest | $ 1,552 | $ 414 |
Cash paid during the period for: Income Taxes |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 1. Organization and Summary of Significant Accounting Policies | The Company and Nature of Business Cimarron Medical, Inc., formerly known as 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. On April 23, 2015, the Company amended the Articles of Incorporation to change the name of the Company from Cimarron Software, Inc. to Cimarron Medical, Inc. so as to reposition the Company in the medical and life sciences industry. Basis of Presentation The condensed interim financial information of the Company as of June 30, 2015 and for the three and six month periods ended June 30, 2015 and 2014 is unaudited, and the balance sheet as of December 31, 2014 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 six months ended June 30, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the Companys annual financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. In particular, the Companys significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 2. Related Party Transactions | Notes Payable - Related Party consists of balances due to original founders David Fuhrman and Robert Sargent, for services performed on behalf of the Company. As of June 30, 2015 and December 31, 2014, the Company has related party notes payable totaling $555,272 and $567,472, respectively. Interest expenses on the related party notes payable accrues at a rate of six percent per annum and was $18,374, of which $16,820 was imputed and $1,554 was paid for in cash, for the six month period ended June 30, 2015 and $17,759, of which $16,985 was imputed and $744 was paid for in cash, for the six month period ended June 30, 2014. 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 $489,915 (approximately 85% of total revenue) for the six months ended June 30, 2015, and $476,078 (approximately 86% of total revenue) for the six months ended June 30, 2014. In addition, the Company had related party accounts receivable for consulting services provided to this entity amounting to $105,019 and $208,843 as of June 30, 2015 and December 31, 2014, respectively. |
Loss per Share
Loss per Share | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 3. 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 all periods presented, 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 consisting of preferred stock and stock options as of June 30, 2015 and 2014. These shares were excluded from the computation of diluted earnings per share as they are anti-dilutive. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 4. 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, 2015 and December 31, 2014, the Company had an accumulated deficit of $14,167,001 and $13,989,036, respectively, and negative working capital of $(383,840) and $(224,585), respectively. In addition, the Company had a net loss for the six months ended June 30, 2015 of $177,965 and negative cash flows from operations of $77,439. 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. In the event that the Company closes the Merger (defined below), the Company plans to focus on the business of Sun BioPharma (defined below) after closing. Sun BioPharma is a pre-clinical stage drug development company advancing the commercial development of a proprietary polyamine analogue for pancreatic cancer and for a second indication in chronic pancreatitis.There is no assurance that we will be successful in achieving any or all of these objectives. |
Merger Agreement
Merger Agreement | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 5. Merger Agreement | On June 12, 2015, the Company, Sun BioPharma, Inc. (Sun BioPharma), and SB Acquisition Corporation, a wholly owned subsidiary of the Company (the Merger Subsidiary) entered into an Agreement and Plan of Merger (the Merger Agreement), which was subsequently amended by the parties on August 3, 2015.. Under the terms of the Merger Agreement, as amended, the Merger Subsidiary will merge with and into Sun BioPharma (the Merger), and Sun BioPharma will be the surviving corporation to the Merger and become a wholly owned subsidiary of the Company. The Merger is expected to close on or about September 10, 2015, subject to the satisfaction or waiver of customary closing conditions. As of the effective time of the Merger (the Merger Time), each share of Sun BioPharma common stock issued and outstanding immediately prior to the Merger Time (other than dissenting shares) will be cancelled and extinguished and automatically converted into the right to receive four (4) fully paid and non-assessable shares of common stock of the Company (the Company Common Stock). The Company will issue to each holder of Sun BioPharma common stock (other than Dissenting Shares) certificates or book entries (as defined in the Merger Agreement) evidencing the number of shares of the Companys Common Stock determined in accordance with the foregoing. As of June 12, 2015, Sun BioPharma had 6,963,746 shares of common stock issued and outstanding, no shares of preferred stock issued and outstanding, 616,667 shares of common stock issuable pursuant to outstanding convertible notes, 637,500 shares of common stock issuable pursuant to outstanding warrants, 2,059,304 shares of common stock issuable pursuant to outstanding options, and 257,162 options available for issuance. The Company has made customary representations, warranties and covenants in the Merger Agreement, as amended, including: (i) to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the Merger Time, (ii) not to engage in certain kinds of transactions or take certain actions during such interim period, and (iii) obtain all consents and approvals necessary to consummate the transactions contemplated by the Merger Agreement, as amended. Additionally, prior to the Merger, Sun BioPharma must undertake efforts to engage in a private placement of Sun BioPharma common stock (any such transaction or series of related transactions is the Private Placement). Sun BioPharma is also entitled to grant registration rights to investors in the Private Placement such that, following the Merger, the Company may be obligated to file a registration statement with respect to the resale of Sun BioPharma Common Stock received in the Merger by investors in the Private Placement. The Merger Agreement, as amended, contains certain termination rights for the Company, Sun BioPharma and the Merger Subsidiary. Among those rights, the Company or Sun BioPharma may, if the Merger Time has not occurred on or before December 31, 2015, or such later date as the Company and Sun BioPharma may mutually agree, terminate the Merger Agreement, as amended. |
Organization and Summary of S11
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization And Summary Of Significant Accounting Policies Policies | |
The Company and Nature of Business | Cimarron Medical, Inc., formerly known as 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. On April 23, 2015, the Company amended the Articles of Incorporation to change the name of the Company from Cimarron Software, Inc. to Cimarron Medical, Inc. so as to reposition the Company in the medical and life sciences industry. |
Basis of Presentation | The condensed interim financial information of the Company as of June 30, 2015 and for the three and six month periods ended June 30, 2015 and 2014 is unaudited, and the balance sheet as of December 31, 2014 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 six months ended June 30, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the Companys annual financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. In particular, the Companys significant accounting policies were presented as Note 2 to the consolidated financial statements in that Annual Report. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Notes Payable - Related Party | $ 555,272 | $ 555,272 | $ 567,472 | ||
Interest Expense | (8,329) | $ (8,853) | (18,374) | $ (17,759) | |
Imputed Interest on Related Party Notes Payable | 16,820 | 16,985 | |||
Cash paid on related party notes payable | 1,554 | 1,554 | 744 | ||
Data in Motion LLC [Member] | |||||
Revenues from related party | $ 489,915 | $ 476,078 | |||
Percentage of revenue from customers | 85.00% | 86.00% | |||
Accounts receivable for consulting services | $ 105,019 | $ 105,019 | $ 208,843 |
Loss per Share (Details Narrati
Loss per Share (Details Narrative) - shares | Jun. 30, 2015 | Jun. 30, 2014 |
Loss Per Share Details Narrative | ||
Common stock equivalents outstanding | 466,766 | 466,766 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Going Concern Details Narrative | |||||
Accumulated Deficit | $ (14,167,001) | $ (14,167,001) | $ (13,989,036) | ||
Working capital | (383,840) | (383,840) | $ (224,585) | ||
Net Loss | $ (90,122) | $ (57,321) | (177,965) | $ (167,876) | |
Net Cash From Operating Actvities | $ (77,439) | $ 32,639 |