**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 Fiscal Quarter Ended March 31, 2008

 

|   | [   ] | Transition Report Pursuant to Section 13 or 15(d) of                                The Securities Exchange Act of 1934 |
|--------|-----------------|-------------------------------------------------------------------------------------------------------------------------|

 

Commission File Number: 000-31199

 

**NINE MILE SOFTWARE, INC.**

(Name of small business issuer in its charter)

 

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

|   | (State or other jurisdiction of | (I.R.S. Employer |
|--------|---------------------------------|------------------|

|   | incorporation or organization) | Identification No.) |
|--------|--------------------------------|---------------------|

 

1245 East Brickyard Road, Suite 590, Salt Lake City, Utah                84106

(Address of principal executive offices) (Zip Code)

 

Issuer's telephone no.: (801) 433-2000

 

| Securities registered pursuant to Section 12(b) of                                the Exchange Act: | None |
|-----------------------------------------------------------------------------------------------------|------|

 

| Securities registered pursuant to Section 12(g) of                                the Exchange Act: | Common |
|-----------------------------------------------------------------------------------------------------|--------|

 

Check whether the issuer (1) has filed all reports required to                be filed by Section 13 or 15(d) of the Exchange Act 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 [ X                ] No [  ]

 

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 [  ] No [ 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 April 30, 2008 |
|--------|-------|----------------------------------|

                 

|   | Common Stock, Par Value |
|--------|-------------------------|

|   | $0.001 par value | 2,440,531 |
|--------|------------------|-----------|

----

**TABLE OF CONTENTS**

 

| **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 |   9 |
|--------|---------------|----------|

 

| Item 3. | Quantitative and Qualitative Disclosures About                                Market Risk | 10 |
|---------|-------------------------------------------------------------------------------------------|----|

 

| Item 4(T). | Controls and Procedures | 10 |
|------------|-------------------------|----|

 

 

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

 

| Item 1. | Legal Proceedings | 11 |
|---------|-------------------|----|

 

| Item 1A. | Risk Factors | 11 |
|----------|--------------|----|

 

| Item 2 | Unregistered Sales of Equity Securities and Use of                                Proceeds | 11 |
|--------|--------------------------------------------------------------------------------------------|----|

 

| Item 3. | Defaults Upon Senior Securities | 11 |
|---------|---------------------------------|----|

 

| Item 4. | Submission of Matters to a Vote of Securities                                Holders | 11 |
|---------|--------------------------------------------------------------------------------------|----|

 

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

 

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

 

|   | Signatures | 13 |
|--------|------------|----|

 

-2-

 

----

 

 

**PART I — FINANCIAL INFORMATION**

 

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

 

The accompanying unaudited balance sheet of LILM, Inc. at March 31,                2008 and December 31, 2007 (audited), related unaudited statements of operations,                stockholders' equity (deficit) and cash flows for the three months ended March 31,                2008 and the period November 30, 2006 (date of inception ) to March31, 2008, 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. Operating results for the period ended March 31, 2008, are not necessarily                indicative of the results that can be expected for the fiscal year ending December                31, 2008 or any other subsequent period.

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

**NINE MILE SOFTWARE, INC.**

**(A Development Stage Company)**

 

**FINANCIAL STATEMENTS**

 

**March 31, 2008 and December 31, 2007**

 

 

 

 

 

 

-3-

                     

----

                     
| **NINE MILE SOFTWARE, INC.**                                                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------|
| (A Development                                Stage Company)                                                                             |
| Balance                                Sheets                                                                                            |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| ASSETS                                                                                                                                   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   | March                                31, |   | December                                31, |
|                                                                                                                                     |   |   |   |   | 2008 |   | 2007 |
|                                                                                                                                     |   |   |   |   |   | (unaudited) |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| CURRENT                                ASSETS                                                                                            |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     | Cash |   |   |   | $ | 422,752 |   | $ | 49,158 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Total Current                                Assets |   |   | 422,752 |   |   | 49,158 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| OTHER                                ASSETS                                                                                              |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     | Copyrights |   |   |   | 1,190 |   |   | 1,190 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Total Other                                Assets |   |   | 1,190 |   |   | 1,190 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | TOTAL                                ASSETS |   | $ | 423,942 |   | $ | 50,348 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| LIABILITIES                                AND STOCKHOLDERS' EQUITY                                                                      |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| CURRENT                                LIABILITIES                                                                                       |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     | Accounts                                payable |   | $ | 2,000 |   | $ | 2,000 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Total Current                                Liabilities |   | 2,000 |   |   | 2,000 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS'                                EQUITY                                                                                      |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     | Common stock;                                50,000,000 shares authorized, at |   |   |   |   |   |
|                                                                                                                                     | $0.001 par                                value, 2,440,531 and 1,822,000 |   |   |   |   |   |
|                                                                                                                                     | shares issued                                and outstanding, respectively |   | 2,441 |   |   | 1,882 |
|                                                                                                                                     | Additional                                paid-in capital |   |   | 464,237 |   |   | 73,828 |
|                                                                                                                                     | Accumulated                                deficit |   |   | (44,736) |   |   | (27,362) |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Total                                Stockholders' Equity |   | 421,942 |   |   | 48,348 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | TOTAL                                LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 423,942 |   | $ | 50,348 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| 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 |
|                                                                                                                                    |   |   |   |   | on November                                30, |
|                                                                                                                                    |   |   | For the Three                                Months Ended |   | 2006                                Through |
|                                                                                                                                    |   |   | March                                31, |   | March                                31, |
|                                                                                                                                    |   |   | 2008 |   | 2007 |   | 2008 |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| REVENUES                                                                                                                                | $ | - |   | $ | - |   | $ | - |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| EXPENSES                                                                                                                                |   |   |   |   |   |   |   |   |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                    | General and                                administrative |   | 17,374 |   |   | 8,786 |   |   | 44,736 |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                    |   | Total                                Expenses |   | 17,374 |   |   | 8,786 |   |   | 44,736 |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| NET LOSS BEFORE                                INCOME TAXES                                                                             |   | (17,374) |   |   | (8,786) |   |   | (44,736) |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| INCOME TAX                                EXPENSE                                                                                       |   | - |   |   | - |   |   | - |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| NET                                LOSS                                                                                                 | $ | (17,374) |   | $ | (8,786) |   | $ | (44,736) |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| BASIC LOSS PER                                SHARE                                                                                     | $ | (0.01) |   | $ | (0.00) |   |   |   |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED                                AVERAGE NUMBER                                                                                  |   |   |   |   |   |   |   |   |
| OF SHARES                                OUTSTANDING                                                                                    |   | 2,146,266 |   |   | 1,822,000 |   |   |   |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| 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                                                                                        | 558,531 |   |   | 559 |   |   | 390,409 |   |   | - |   |   | 390,968 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for                                the three months                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended March 31,                                2008                                                                                      | - |   |   | - |   |   | - |   |   | (17,374) |   |   | (17,374) |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, March                                31, 2008                                                                                   | 2,440,531 |   | $ | 2,441 |   | $ | 464,237 |   | $ | (44,736) |   | $ | 421,942 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 Three                                Months Ended |   | 2006                                Through |
|                                                                                                                                     |   |   |   | March                                31, |   | March                                31, |
|                                                                                                                                     |   |   |   | 2008 |   | 2007 |   | 2008 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |
| OPERATING                                ACTIVITIES                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     | Net                                loss | $ | (17,374) |   | $ | (8,786) |   | $ | (44,736) |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Discountinued                                operations |   |   |   |   |   |   |   | - |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     | Adjustments to                                reconcile net loss to net cash |   |   |   |   |   |   |   |
|                                                                                                                                     | used by                                operating activities: |   |   |   |   |   |   |   |   |
|                                                                                                                                     | Changes in                                operating assets and liabilities: |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Change in                                accounts payable |   | - |   |   | 2,000 |   |   | 2,000 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   | Net Cash Used                                in |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   | Operating                                Activities |   | (17,374) |   |   | (6,786) |   |   | (42,736) |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
| INVESTING                                ACTIVITIES                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Copyright costs                                incurred |   | - |   |   | (1,130) |   |   | (1,190) |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   | Net Cash Used                                by |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   | Investing                                Activities |   | - |   |   | (1,130) |   |   | (1,190) |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
| FINANCING                                ACTIVITIES                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | Proceeds from                                common stock issued |   | 390,968 |   |   | - |   |   | 466,678 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   | Net Cash                                Provided by |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |   | Financing                                Activities |   | 390,968 |   |   | - |   |   | 466,678 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | NET DECREASE IN                                CASH |   | 373,594 |  |  | (7,916) |  |  | 422,752 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | CASH AT                                BEGINNING OF PERIOD |   | 49,158 |   |  | 44,548 |   |   | - |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   | CASH AT END OF                                PERIOD | $ | 422,752 |   | $ | 36,632 |   | $ | 422,752 |
|                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |
| SUPPLIMENTAL                                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

 

                     

NOTE NOTE 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 March 31, 2008 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, 2007 audited financial statements. The results of                    operations for the period ended March 31, 2008 and 2007 are not necessarily                    indicative of the operating results for the full years.

                     

NOTE NOTE 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.

 

 

-8-

----

 

                     

**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 our 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 12 months is to complete development and                    begin marketing the TradeWarrior. We have engaged Dan Agnew as an independent                    contractor to rewrite the program in a more robust programming language and                    work directly with our Chief Executive Officer, Damon Deru, to map out and                    optimize the logic flows of the program. Management anticipates this will take                    between three and nine months to complete.                                               During this development period, a beta group of                    15 to 30 RIA users that we have previously identified will be using the program                    and providing real 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                    anticipate launching the first version of the TradeWarrior product commercially                    in the third quarter of 2008. We believe that the proceeds realized from our                    initial public offering will provide necessary funds for approximately 18                    months.                                               Beyond development of the TradeWarrior, we do                    not plan to use offering proceeds for other products, including our planned CRM                    product. We anticipate developing the CRM 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. Mr. Deru will be our lone full time employee upon                    closing of the offering. Mr. Agnew will be a part time contract employee                    through the reprogramming phase of the development. 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. This decision will be                    partially based on the amount of funds we have remaining at the completion of                    the development phase.

**Results of Operations and Liquidity and                    Capital Resources**                          We have not                    realized any revenues since inception on November 30, 2006. For the three                    months ended March 31, 2008, we realized a net loss of $17,374, compared to a                    net loss of $8,786 for the three months ended March 31, 2007. The increased net                    loss for the 2008 period is attributed to general and administrative expenses                    and professional fees associated with the preparation and filing with the SEC                    of the registration statement related to our initial public offering..                                               At March 31, 2008, we had total assets of                    $423,942 and stockholders’ equity of $421,942, compared to total assets                    of $50,348 and stockholders' equity of $48,348 at December 31, 2007. The                    increase in total assets and stockholders' equity at March 31, 2008 is                    attributed to proceeds realized from our initial public offering during the                    quarter.

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**Going Concern Consideration**                          Because we are a                    new company with limited assets and capital and no current revenues, we are                    relying on the proceeds of our initial public offering to launch our software                    product. If we do 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 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.

                     

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                                                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 March 31, 2008, 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 first 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 first quarter of fiscal 2008 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.

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**Item                    5.          Other                    Information**

     We have concluded                    the initial public offering of our common stock. We received subscriptions for                    a total of 714,288 shares and realized gross proceeds of $499,991.35. The funds                    will be used primarily for the development and initial marketing of the                    TradeWarrior software.                     

**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.

                     

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**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.                     

|  

                                     

                                     

Date:    May 14, 2008

                                     

                                     

                                     

                                     

Date:    May 14, 2008 | **NINE MILE SOFTWARE,                                    INC.**

                                     

                                     

/s/ DAMON DERU

Damon Deru

Chief Executive Officer and Director

                                     

                                     

/S/ MICHAEL CHRISTENSEN

Secretary and Director

(Principal Accounting Officer)

                                     

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