**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, 2008**

 

|   | **[** | **]** | **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) |
|--------|--------------------------------|

 

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

(Address of principal executive offices)

 

**(801) 433-2000**

(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.                                                          YesxNoo

 

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).                                                                                                                       YesoNox

 

**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 8, 2008** |
|--------|-----------|--------------------------------------|

 

|   | Common Stock, $0.001 par value | 2,596,278 |
|--------|--------------------------------|-----------|

- 1 -

----

 

**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 | 11 |
|------------|-------------------------|----|

 

 

|   | **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 | 12 |
|---------|-------------------------------------------------------|----|

 

| 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 Nine Mile Software, Inc. at June 30, 2008 and December 31, 2007 (audited), related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three and six months ended June 30, 2008 and 2007 and the period from November 30, 2006 (date of inception) to June 30, 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 June 30, 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**

 

**June 30, 2008 and December 31, 2007**

 

 

 

 

 

 

 

 

- 3 -

----

 

 

 

 

 

| **NINE MILE SOFTWARE, INC.**                                               |
|----------------------------------------------------------------------------|
| (A Development Stage Company)                                              |
| Balance Sheets                                                             |
|                                                                       |   |   |   |   |   |   |   |   |   |
| ASSETS                                                                     |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   | June 30, |   | December 31, |
|                                                                       |   |   |   |   | 2008 |   | 2007 |
|                                                                       |   |   |   |   |   | (unaudited) |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
| CURRENT ASSETS                                                             |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Cash |   |   |   | $ | 468,008 |   | $ | 49,158 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Current Assets |   |   | 468,008 |   |   | 49,158 |
|                                                                       |   |   |   |   |   |   |   |   |   |
| OTHER ASSETS                                                               |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Copyrights |   |   |   | 1,190 |   |   | 1,190 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Other Assets |   |   | 1,190 |   |   | 1,190 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | TOTAL ASSETS |   | $ | 469,198 |   | $ | 50,348 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                       |
|                                                                       |   |   |   |   |   |   |   |   |   |
| CURRENT LIABILITIES                                                        |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Accounts payable |   | $ | - |   | $ | 2,000 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Current Liabilities |   | - |   |   | 2,000 |
|                                                                       |   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS' EQUITY                                                       |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       | Common stock; 50,000,000 shares authorized, at |   |   |   |   |   |
|                                                                       | $0.001 par value, 2,596,278 and 1,822,000 |   |   |   |   |   |
|                                                                       | shares issued and outstanding, respectively |   | 2,596 |   |   | 1,882 |
|                                                                       | Additional paid-in capital |   |   | 573,105 |   |   | 73,828 |
|                                                                       | Deficit accumulated during the development stage |   | (106,503) |   |   | (27,362) |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Total Stockholders' Equity |   | 469,198 |   |   | 48,348 |
|                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                       |   | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 469,198 |   | $ | 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 |   | For the Six Months Ended | 2006 Through |
|                                                                      |   |   | June 30, |   | June 30, | June 30, |
|                                                                      |   |   | 2008 |   | 2007 |   | 2008 |   | 2007 | 2008 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| REVENUES                                                                  | $ | - |   | $ | - |   | $ | - |   | $ | - | $ | - |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| EXPENSES                                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      | General and administrative |   | 61,767 |   |   | 5,975 |   |   | 79,141 |   |   | 14,761 |   | 106,503 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   | Total Expenses |   | 61,767 |   |   | 5,975 |   |   | 79,141 |   |   | 14,761 |   | 106,503 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS BEFORE INCOME TAXES                                              | (61,767) |   |   | (5,975) |   |   | (79,141) |   |   | (14,761) |   | (106,503) |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME TAX EXPENSE                                                        |   | - |   |   | - |   |   | - |   |   | - |   | - |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS                                                                  | $ | (61,767) |   | $ | (5,975) |   | $ | (79,141) |   | $ | (14,761) | $ | (106,503) |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BASIC LOSS PER SHARE                                                      | $ | (0.03) |   | $ | (0.00) |   | $ | (0.04) |   | $ | (0.01) |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OF SHARES OUTSTANDING                                                     |   | 2,146,266 |   |   | 1,822,000 |   |   | 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                                                         | 714,278 |   |   | 714 |   |   | 499,277 |   |   | - |   |   | 499,991 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the six months                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended June 30, 2008                                                        | - |   |   | - |   |   | - |   |   | (79,141) |   |   | (79,141) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, June 30, 2008                                                     | 2,596,278 |   | $ | 2,596 |   | $ | 573,105 |   | $ | (106,503) |   | $ | 469,198 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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, |
|                                                                       |   |   |   | 2008 |   | 2007 |   | 2008 |
|                                                                       |   |   |   |   |   |   |   |   |   |
| OPERATING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       | Net loss | $ | (79,141) |   | $ | (14,761) |   | $ | (106,503) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | 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 |   | (81,141) |   |   | (12,761) |   |   | (106,503) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| INVESTING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Copyright costs incurred |   | - |   |   | (1,190) |   |   | (1,190) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Net Cash Used by |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Investing Activities |   | - |   |   | (1,190) |   |   | (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 |   | 418,850 |   |   | (13,951) |   |   | 468,008 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | CASH AT BEGINNING OF PERIOD |   | 49,158 |   |   | 44,548 |   |   | - |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | CASH AT END OF PERIOD | $ | 468,008 |   | $ | 30,597 |   | $ | 468,008 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| 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 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 June 30, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

 

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 6-9 months is to complete development and begin marketing the TradeWarrior. We have engaged Ryan Sullivan 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 six and nine months to complete. Our former lead programmer, Dan Agnew, has moved to a consulting and oversight role for the company.

 

During our 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. We have recently launched our new website atwww.ninemilesoftware dot comto help us accomplish this goal of creating an active advisory and testing forum.

 

After a successful beta iteration period, we anticipate launching the first version of the TradeWarrior product commercially in the first quarter 2009. 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. Sullivan will be a full 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 month period ended June 30, 2008, we realized a net loss of $61,767, compared to a net loss of $5,975 for the three month period ended June 30, 2007. The increased net loss for the 2008 period is attributed to general and administrative expenses and development and commercialization of TradeWarrior.            For the six month period ended June 30, 2008, our net loss was $79,141, compared to a net loss of $14,761 for the corresponding 2007 period, due to the costs of our public offering and the increased cost of developing TradeWarrior.

 

- 9 -

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At June 30, 2008, we had total assets of $469,198, primarily in cash, and stockholders’ equity of $469,198, 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 June 30, 2008 is attributed to cash proceeds realized from our initial public offering during the 2008 period.

 

At June 30, 2008, our working capital was $468,008 compared to $47,158 at December 31, 2007. We anticipate meeting our working capital needs during 2008 with the 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. We have realized total proceeds of $499,991.35 from our initial public offering.

 

**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 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 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, 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 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 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** |
|-------------|-----------------------------------------------------------------|

 

During the second quarter of 2008, we completed our initial public offering of 714,278 shares of common stock at the offering price of $0.70 per share, for gross proceeds of $499,991.35. The offering was made pursuant to an exemption from registration under the Securities Act pursuant to Regulation D, Rule 504, and was registered with the State of Utah.

 

| **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** |
|-------------|-----------------------|

 

On July 31, 2008, our board of directors approved an additional 400,000 shares of common stock to be reserved under our employee stock option plan. We then granted options to seven persons to purchase an aggregate of 400,000 shares of Nine Mile common stock at the exercise price of $0.75 per share. The options vest over a three year period (1/3 per year) and expireJuly 31, 2013.

 

| **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. |
|--------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

- 12 -

 

----

 

**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 14, 2008 | By:/S/      | DAMONDERU |
|-----------------------|--------------------------------------|-----------|

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

C.E.O. and Director

 

 

| Date: August 14, 2008 | By:/S/      | MICHAELCHRISTENSEN |
|-----------------------|--------------------------------------|--------------------|

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

Secretary and Director

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

 

 

                                                                                                                                                                           

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