**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

**(Mark One)**

 

|   | **x** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF **THE SECURITIES EXCHANGE ACT OF 1934**** |
|--------|-------|-------------------------------------------------------------------------------------------------|

 

**For the Quarter Ended June 30, 2009**

 

|   | **[** | **]** | **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 333-143039**

 

**NINE MILE SOFTWARE, INC.**

(Exact name of registrant as specified in its charter)

 

|   | **Nevada** | **20-8006878** |
|--------|------------|----------------|

|   | (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
|--------|---------------------------------|--------------------------------------|

|   | incorporation or organization) |
|--------|--------------------------------|

 

**579 W. Heritage Park Blvd. #220C, Layton, UT 84041**

(Address of principal executive offices)

 

**(888) 660-6568**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 xNo 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 oNo [ ]

 

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 past 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 xNo 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

 

|   | Large accelerated filer | [ | ] | Accelerated filer | [ | ] |
|--------|-------------------------|---|---|-------------------|---|---|

|   | Non-accelerated filer | [ | ] | Smaller reporting company | x |
|--------|-----------------------|---|---|---------------------------|---|

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                   Yes oNo x

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

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

 

|   | **Class** | **Outstanding as of August 5, 2009** |
|--------|-----------|--------------------------------------|

 

|   | Common Stock, $0.001 par value | 2,596,288 |
|--------|--------------------------------|-----------|

 

----

 

| **Heading** | **Page** |
|-------------|----------|

 

|   | **PART I** | **—** | **FINANCIAL INFORMATION** |
|--------|------------|-------------|---------------------------|

 

| Item 1. | Financial Statements | 3 |
|---------|----------------------|---|

 

| Item 2. | Management's Discussion and Analysis of Financial Condition and Results |
|---------|-------------------------------------------------------------------------|

|   | of Operations | 10 |
|--------|---------------|----|

 

| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
|---------|------------------------------------------------------------|----|

 

| Item 4(T). | Controls and Procedures | 11 |
|------------|-------------------------|----|

 

 

|   | **PART II** | **—** | **OTHER INFORMATION** |
|--------|-------------|-------------|-----------------------|

 

| Item 1. | Legal Proceedings | 12 |
|---------|-------------------|----|

 

| Item 1A. | Risk Factors | 12 |
|----------|--------------|----|

 

| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
|--------|-------------------------------------------------------------|----|

 

| Item 3. | Defaults Upon Senior Securities | 12 |
|---------|---------------------------------|----|

 

| Item 4. | Submission of Matters to a Vote of Securities Holders | 12 |
|---------|-------------------------------------------------------|----|

 

| Item 5. | Other Information | 12 |
|---------|-------------------|----|

 

| Item 6. | Exhibits | 12 |
|---------|----------|----|

 

|   | Signatures | 14 |
|--------|------------|----|

 

 

 

 

-2-

----

**PART I — FINANCIAL INFORMATION**

 

| **Item 1.** | **Financial Statements** |
|-------------|--------------------------|

 

The accompanying unaudited balance sheet of Nine Mile Software, Inc. at June 30, 2009 and related unaudited statements of operations, stockholders' equity and cash flows for the three and six months ended June 30, 2009 and 2008 and the period from November 30, 2006 (date of inception) to June 30, 2009, have been prepared by management in conformity with United States generally            accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. Operating results for the period            ended June 30, 2009, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009 or any other subsequent period.

 

 

 

 

 

 

**NINE MILE SOFTWARE, INC.**

 

**FINANCIAL STATEMENTS**

 

**June 30, 2009 and December 31, 2008**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-3-

----

 

 

 

 

| **NINE MILE SOFTWARE, INC.**                                               |
|----------------------------------------------------------------------------|
| (A Development Stage Company)                                              |
| Balance Sheets                                                             |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
| ASSETS                                                                     |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   | June 30, |   | December 31, |
|                                                                       |   |   |   |   | 2009 |   | 2008 |
|                                                                       |   |   |   |   |   | (unaudited) |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
| CURRENT ASSETS                                                             |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Cash |   |   |   | $ | 283,745 |   | $ | 405,553 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Current Assets |   |   | 283,745 |   |   | 405,553 |
|                                                                       |   |   |   |   |   |   |   |   |   |
| OTHER ASSETS                                                               |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Copyrights, net |   |   |   | 1,131 |   |   | 1,190 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Other Assets |   |   | 1,131 |   |   | 1,190 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | TOTAL ASSETS |   | $ | 284,876 |   | $ | 406,743 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                       |
|                                                                       |   |   |   |   |   |   |   |   |   |
| CURRENT LIABILITIES                                                        |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Accounts payable |   | $ | 2,471 |   | $ | 9,787 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Current Liabilities |   | 2,471 |   |   | 9,787 |
|                                                                       |   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS' EQUITY                                                       |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Common stock; 50,000,000 shares authorized, at |   |   |   |   |   |
|                                                                       | $0.001 par value, 2,596,288 and 2,596,288 |   |   |   |   |   |
|                                                                       | shares issued and outstanding, respectively |   | 2,596 |   |   | 2,596 |
|                                                                       | Additional paid-in capital |   |   | 575,096 |   |   | 574,010 |
|                                                                       | Deficit accumulated during the development stage |   | (295,287) |   |   | (179,650) |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Stockholders' Equity |   | 282,405 |   |   | 396,956 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 284,876 |   | $ | 406,743 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements. |
|                                                                       |

 

-4-

----

 

| **NINE MILE SOFTWARE, INC.**                                              |
|---------------------------------------------------------------------------|
| (A Development Stage Company)                                             |
| Statements of Operations                                                  |
| (unaudited)                                                               |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   | From Inception |
|                                                                      |   |   | For the Three |   | For the Three |   | For the Six |   | For the Six |   | on November 30, |
|                                                                      |   |   | Months Ended |   | Months Ended |   | Months Ended |   | Months Ended |   | 2006 Through |
|                                                                      |   |   | June 30, |   | June 30, |   | June 30, |   | June 30, |   | June 30, |
|                                                                      |   |   | 2009 |   | 2008 |   | 2009 |   | 2008 |   | 2009 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| REVENUES                                                                  | $ | - |   | $ | - |   | $ | - |   | $ | - |   | $ | - |
| COST OF SALES                                                             |   | - |   |   | - |   |   | - |   |   | - |   |   | - |
| GROSS MARGIN                                                              |   | - |   |   | - |   |   | - |   |   | - |   |   | - |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      | Research and development |   | 1,463 |   |   | - |   |   | 4,766 |   |   | - |   |   | 57,943 |
|                                                                      | General and administrative |   | 56,751 |   |   | 61,767 |   |   | 113,220 |   |   | 79,141 |   |   | 247,002 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   | Total Operating Expenses |   | 58,214 |   |   | 61,767 |   |   | 117,986 |   |   | 79,141 |   |   | 304,945 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATIONS                                                      |   | (58,214) |   |   | (61,767) |   |   | (117,986) |   |   | (79,141) |   |   | (304,945) |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER ICOME                                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      | Interest income |   | 1,121 |   |   | - |   |   | 2,349 |   |   | - |   |   | 9,658 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   | Total Other Income |   | 1,121 |   |   | - |   |   | 2,349 |   |   | - |   |   | 9,658 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS BEFORE INCOME TAXES                                                  |   | (57,093) |   |   | (61,767) |   |   | (115,637) |   |   | (79,141) |   |   | (295,287) |
| PROVISION FOR INCOME TAXES                                                |   | - |   |   | - |   |   | - |   |   | - |   |   | - |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS                                                                  | $ | (57,093) |   | $ | (61,767) |   | $ | (115,637) |   | $ | (79,141) |   | $ | (295,287) |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BASIC LOSS PER COMMON SHARE                                               | $ | (0.02) |   | $ | (0.03) |   | $ | (0.04) |   | $ | (0.04) |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OF COMMON SHARES OUTSTANDING                                              |   | 2,596,288 |   |   | 2,146,266 |   |   | 2,596,288 |   |   | 2,146,266 |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements |

 

 

 

-5-

----

 

| **NINE MILE SOFTWARE, INC.**                                               |
|----------------------------------------------------------------------------|
| (A Development Stage Company)                                              |
| Statements of Stockholders' Equity                                         |
| (unaudited)                                                                |
|                                                                       |   |   |   |   |   |   |   |   | Deficit |   |   |
|                                                                       |   |   |   |   |   |   |   |   | Accumulated |   |   |
|                                                                       |   |   |   |   |   | Additional |   | During the |   | Total |
|                                                                       | Common Stock |   | Paid-In |   | Development |   | Stockholders' |
|                                                                       | Shares |   | Amount |   | Capital |   | Stage |   | Equity |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, November 30, 2006                                                 | - |   | $ | - |   | $ | - |   | $ | - |   | $ | - |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.025 per share                                                        | 360,000 |   |   | 360 |   |   | 8,640 |   |   | - |   |   | 9,000 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.025 per share                                                        | 1,462,000 |   |   | 1,462 |   |   | 35,088 |   |   | - |   |   | 36,550 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss from inception                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| through December 31, 2006                                                  | - |   |   | - |   |   | - |   |   | (1,002) |   |   | (1,002) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2006                                                 | 1,822,000 |   |   | 1,822 |   |   | 43,728 |   |   | (1,002) |   |   | 44,548 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.50 per share                                                         | 60,000 |   |   | 60 |   |   | 29,940 |   |   | - |   |   | 30,000 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Value of common stock                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| options issued                                                             | - |   |   | - |   |   | 160 |   |   | - |   |   | 160 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the year                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended December 31, 2007                                                    | - |   |   | - |   |   | - |   |   | (26,360) |   |   | (26,360) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2007                                                 | 1,882,000 |   |   | 1,882 |   |   | 73,828 |   |   | (27,362) |   |   | 48,348 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.70 per share                                                         | 714,288 |   |   | 714 |   |   | 499,277 |   |   | - |   |   | 499,991 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fair value of options granted                                              | - |   |   | - |   |   | 905 |   |   | - |   |   | 905 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the year                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended December 31, 2008                                                    | - |   |   | - |   |   | - |   |   | (152,288) |   |   | (152,288) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2008                                                 | 2,596,288 |   |   | 2,596 |   |   | 574,010 |   |   | (179,650) |   |   | 396,956 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fair value of options granted                                              | - |   |   | - |   |   | 1,086 |   |   | - |   |   | 1,086 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the six months                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended June 30, 2009                                                        | - |   |   | - |   |   | - |   |   | (115,637) |   |   | (115,637) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, June 30, 2009                                                     | 2,596,288 |   | $ | 2,596 |   | $ | 575,096 |   | $ | (295,287) |   | $ | 282,405 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements. |

 

 

-6-

----

 

| **NINE MILE SOFTWARE, INC.**                                               |
|----------------------------------------------------------------------------|
| (A Development Stage Company)                                              |
| Statements of Cash Flows                                                   |
| (unaudited)                                                                |
|                                                                       |   |   |   |   |   |   |   |   |   | From Inception |
|                                                                       |   |   |   |   |   | on November 30, |
|                                                                       |   |   |   | For the Six Months Ended |   | 2006 Through |
|                                                                       |   |   |   | June 30, |   | June 30, |
|                                                                       |   |   |   | 2009 |   | 2008 |   | 2009 |
|                                                                       |   |   |   |   |   |   |   |   |   |
| OPERATING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       | Net loss | $ | (115,637) |   | $ | (79,141) |   | $ | (295,287) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       | Adjustments to reconcile net loss to net cash |   |   |   |   |   |   |   |
|                                                                       | used by operating activities: |   |   |   |   |   |   |   |   |
|                                                                       |   | Fair value of options granted |   | 1,086 |   |   | - |   |   | 1,991 |
|                                                                       |   | Amortization expense |   | 59 |   |   | - |   |   | 59 |
|                                                                       | Changes in operating assets and liabilities: |   |   |   |   |   |   |   |   |
|                                                                       |   | Change in accounts payable |   | (7,316) |   |   | (2,000) |   |   | 2,471 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Net Cash Used in |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Operating Activities |   | (121,808) |   |   | (81,141) |   |   | (290,766) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| INVESTING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Copyright costs incurred |   | - |   |   | - |   |   | (1,190) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Net Cash Used in |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Investing Activities |   | - |   |   | - |   |   | (1,190) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| FINANCING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Proceeds from common stock issued |   | - |   |   | 499,991 |   |   | 575,701 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Net Cash Provided by |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Financing Activities |   | - |   |   | 499,991 |   |   | 575,701 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | NET DECREASE IN CASH |   | (121,808) |   |   | 418,850 |   |   | 283,745 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | CASH AT BEGINNING OF PERIOD |   | 405,553 |   |   | 49,158 |   |   | - |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | CASH AT END OF PERIOD | $ | 283,745 |   | $ | 468,008 |   | $ | 283,745 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURES OF                                                |   |   |   |   |   |   |   |   |
|                                                                       | CASH FLOW INFORMATION |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       | CASH PAID FOR: |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Interest | $ | - |   | $ | - |   | $ | - |
|                                                                       |   | Income Taxes | $ | - |   | $ | - |   | $ | - |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements. |

 

 

 

 

-7-

----

**NINE MILE SOFTWARE, INC.**

(A Development Stage Company)

Notes to the Financial Statements

 

NOTNOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2009 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto            included in the Company's December 31, 2008 audited financial statements. The results of operations for the period ended June 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

 

NOTNOTE 2 - GOING CONCERN

 

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations.

 

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resourcesand to develop a consistent source of revenues. Management’s plans include of investing in and developing all types of businesses related to the computer            software industry.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going            concern.

 

NOTNOTE  3 – SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the            reporting period. Actual results could differ from those estimates.

 

 

 

-8-

----

**NINE MILE SOFTWARE, INC.**

(A Development Stage Company)

Notes to the Financial Statements

 

Recent Accounting Pronouncements

In May 2009, the FASB issued FAS 165, “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to disclose the date subsequent            events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

 

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a            transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R) ”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities*, as a            result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first            annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive            releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim            and annual periods ending after September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

 

 

 

-9-

----

| Item 2. |   | **Management's Discussion and Analysis of Financial Condition and Results of Operations** |
|---------|--------|-------------------------------------------------------------------------------------------|

 

*The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.*

 

**Plan of Operation**

 

Since inception in November 2006, we have engaged in the development of our TradeWarrior software in anticipation of introducing it to the investment advisory market. Our plan of operation for the next 3 to 6 months is to complete commercialization of the TradeWarrior Small Business software. In June 2009, we successfully launched the beta version of TradeWarrior            Express. TradeWarrior Express is the free demo version of TradeWarrior that will be installed with every FinFolio license that is sold. We have hired Ryan Sullivan as our CTO to rewrite the program in a more robust programming language and work directly with Mr. Deru to map out and optimize the logic flows of the program to make TradeWarrior a commercially viable product. Management anticipates this will take between three and six months to complete the first commercially available            version of TradeWarrior. During our development period, a beta group of 10 -15 RIA users that we have previously identified will be using the program and providing industry feedback. This is essential to gain perspective and insight into the industry needs in a real time feedback loop in order to adjust the program to real life needs of end users. 

 

After a successful beta iteration period, we will prepare to launch the TradeWarrior product commercially. The goal of management is to launch no later than fourth quarter of 2009. We may seek additional funding in the next six months to further accelerate the development and launch of TradeWarrior into the marketplace. 

 

Beyond development of TradeWarrior, we do not plan to use offering proceeds for the potential CRM product. We anticipate developing the CRM product if and when sufficient cash flows are realized from sales of the original TradeWarrior product.

 

We do not expect to make major capital expenditure for completing development and marketing TradeWarrior. We do anticipate an increase in employees if and when TradeWarrior is completed and marketed successfully. In preparing to commence marketing TradeWarrior, management will assess the potential demand for up to two customer service personnel to assist in            responding to new customers’ questions, orientation and installation of programs. In addition, we will assess the potential demand to hire additional programmers to speed development of functionality within TradeWarrior. Management believes we could be generating revenue within the first quarter or two after we commercially release TradeWarrior.

 

**Results of Operations and Liquidity and Capital Resources**

 

We have not realized revenues since inception. For the three-month period ended June 30, 2009 (“second quarter”), we realized a net loss of $57,093, compared to a net loss of $61,767 for the three-month period ended June 30, 2008. The decrease in net loss for the second quarter of 2009 is attributed to the 8% decrease in general and administrative            expenses due to reduced operating costs from launching the business operations in 2008.

 

For the six months ended June 30, 2009, our net loss was $115,637, a 46% increase from the net loss of $79,141 for the six months ended June 30, 2008. The increased net loss for the 2009 period is primarily attributed to the 43% increase in general and administrative expenses from $79,141 in 2008 to $113, 220 in 2009 due to increased operating costs associated with            launching business operations and hiring our full time CEO and CTO at the end of 2008. Also, the net loss for the first six months of 2009 included $4,766 in research and development expenses and $2,349 in interest income.

 

 

 

-10-

----

At June 30, 2009, we had total assets of $284,876, primarily in cash, and stockholders’ equity of $282,405, compared to total assets of $406,743 and stockholders' equity of $396,956 at December 31, 2008. The decrease in total assets and stockholders' equity at June 30, 2009 is attributed to expenditures related to the development of the TradeWarrior program            during the first half of 2009. We did not receive any cash proceeds during the first six months of 2009 compared to realizing $499,991 from the sale of our common stock during the first six months of 2008.

 

At June 30, 2009, our working capital decreased to $281,274 compared to $395,766 at December 31, 2008, primarily due to a $121,808 decrease in cash. We anticipate meeting our working capital needs during the remainder of 2009 with proceeds from our initial public offering. We have no other agreements or arrangements for additional funding and there can be no            assurance any such funding will be available to us, or if available, such funding will be on acceptable or favorable terms to us.

 

**Going Concern Consideration**

 

Because we are a development stage company with no current revenues, we are relying on the proceeds of our initial public offering to launch our software product. If we do not have adequate capital to eventually develop a consistent source of revenues, we may have to curtail or cease operations. Additionally, even if we complete development of the TradeWarrior and            generate revenues, there can be no assurances that revenues will be sufficient to enable us to generate profits and cash flows from operations. In that event, if we are unable to secure additional funding there is substantial doubt about our ability to continue as a going concern.

 

**Inflation**

 

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 

**Off-balance Sheet Arrangements**

 

|   | We have no off-balance sheet arrangements. |
|--------|--------------------------------------------|

 

**Forward-Looking and Cautionary Statements**

 

This report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar            terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in our periodic reports with the SEC. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including            the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

| **Item 3.** | **Quantitative and Qualitative Disclosures About Market Risk.** |
|-------------|-----------------------------------------------------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 4(T).** | **Controls and Procedures.** |
|----------------|------------------------------|

 

*Evaluation of Disclosure Controls and Procedures*. Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that 

 

 

 

-11-

----

information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting            officer, to allow timely decisions regarding required disclosures.

 

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure            controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and            procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of June 30, 2009, our disclosure controls and procedures were effective.

 

*Changes in Internal Control Over Financial Reporting*. Management has evaluated whether any change in our internal control over financial reporting occurred during the second quarter of fiscal 2008. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has            been no change in our internal control over financial reporting during the second quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

**PART II — OTHER INFORMATION**

 

| **Item 1.** | **Legal Proceedings** |
|-------------|-----------------------|

 

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

 

| **Item 1A.** | **Risk Factors** |
|--------------|------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 2.** | **Unregistered Sales of Equity Securities and Use of Proceeds** |
|-------------|-----------------------------------------------------------------|

|   | This item is not applicable. |
|--------|------------------------------|

 

| **Item 3.** | **Defaults Upon Senior Securities** |
|-------------|-------------------------------------|

 

|   | This Item is not applicable. |
|--------|------------------------------|

 

 

| **Item 4.** | **Submission of Matters to a Vote of Security Holders** |
|-------------|---------------------------------------------------------|

|   | This Item is not applicable. |
|--------|------------------------------|

 

| **Item 5.** | **Other Information** |
|-------------|-----------------------|

 

|   | This Item is not applicable. |
|--------|------------------------------|

 

 

 

 

-12-

----

 

 

| **Item 6.** | **Exhibits** |
|-------------|--------------|

 

|   | Exhibit 31.1 | Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------|--------------|------------------------------------------------------------------------------------|

 

|   | Exhibit 31.2 | Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------|--------------|----------------------------------------------------------------------------------------------------------|

 

|   | Exhibit 32.1 | Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|--------|--------------|-----------------------------------------------------------------------------------------------------------------------------------|

 

|   | Exhibit 32.2 | Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|--------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

 

 

 

 

-13-

----

**SIGNATURES**

 

Pursuant to the requirements 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.

 

|   | **NINE MILE SOFTWARE, INC.** |
|--------|------------------------------|

 

 

| Date: August 10, 2009 | By:/S/ | DAMONDERU |
|-----------------------|--------|-----------|

|   | ***Damon Deru*** |
|--------|------------------|

C.E.O. and Director

 

 

| Date: August 10, 2009 | By:/S/ | MICHAELCHRISTENSEN |
|-----------------------|--------|--------------------|

|   | ***Michael Christensen*** |
|--------|---------------------------|

Secretary and Director

|   | (Principal Accounting Officer) |
|--------|--------------------------------|

 

 

 

 

-14-