**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 March 31, 2009**

 

|   | **[** | **]** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE** |
|--------|-------|-------|--------------------------------------------------------------|

**SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from****to** 

 

**Commission File Number 333-143039**

 

**NINE MILE SOFTWARE, INC.**

(Exact name of registrant as specified in its charter)

 

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

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

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

 

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

(Address of principal executive offices)

 

**(888) 660-6568**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90            days.                                                          Yes xNo            o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

 

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

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

(Do not check if a smaller reporting company)

 

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

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

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

 

|   | **Class** | **Outstanding as of April 30, 2009** |
|--------|-----------|--------------------------------------|

 

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

 

 

----

 

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

 

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

 

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

 

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

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

 

 

 

 

 

 

**NINE MILE SOFTWARE, INC.**

 

**FINANCIAL STATEMENTS**

 

**March 31, 2009 and December 31, 2008**

 

 

 

 

3

----

 

| **NINE MILE SOFTWARE, INC.**                                               |                                             |
|----------------------------------------------------------------------------|--------------------------------------------------|
| (A Development Stage Company)                                              |                                             |
| Balance Sheets                                                             |                                             |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
| ASSETS                                                                     |                                             |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   | March 31, |   | December 31, |   |
|                                                                       |                                             |   |   |   | 2009 |   | 2008 |   |
|                                                                       |                                             |   |   |   |   | (unaudited) |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
| CURRENT ASSETS                                                             |                                             |   |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       | Cash                                             |   |   |   | $ | 340,870 |   | $ | 405,553 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             | Total Current Assets |   |   | 340,870 |   |   | 405,553 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
| OTHER ASSETS                                                               |                                             |   |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       | Copyrights, net                                  |   |   |   | 1,160 |   |   | 1,190 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             | Total Other Assets |   |   | 1,160 |   |   | 1,190 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             | TOTAL ASSETS |   | $ | 342,030 |   | $ | 406,743 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                       |                                             |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
| CURRENT LIABILITIES                                                        |                                             |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       | Accounts payable                                 |   | $ | 3,075 |   | $ | 9,787 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             | Total Current Liabilities |   | 3,075 |   |   | 9,787 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS' EQUITY                                                       |                                             |   |   |   |   |   |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       | Common stock; 50,000,000 shares authorized, at   |   |   |   |   |   |   |
|                                                                       | $0.001 par value, 2,596,288 and 2,596,288        |   |   |   |   |   |   |
|                                                                       | shares issued and outstanding, respectively      |   | 2,596 |   |   | 2,596 |   |
|                                                                       | Additional paid-in capital                       |   |   | 574,553 |   |   | 574,010 |   |
|                                                                       | Deficit accumulated during the development stage |   | (238,194) |   |   | (179,650) |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             | Total Stockholders' Equity |   | 338,955 |   |   | 396,956 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
|                                                                       |                                             | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 342,030 |   | $ | 406,743 |   |
|                                                                       |                                             |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements. |                                             |
|                                                                       |                                             |
|                                                                       |                                             |   |   |   |   |   |   |   |
|                                                                            |                                                  |  |  |  |  |  |  |  |  |  |  |  |

 

 

4

----

 

| **NINE MILE SOFTWARE, INC.**                                              |
|---------------------------------------------------------------------------|
| (A Development Stage Company)                                             |
| Statements of Operations                                                  |
| (unaudited)                                                               |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   | From Inception |
|                                                                      |   |   | For the Three |   | For the Three |   | on November 30, |
|                                                                      |   |   | Months Ended |   | Months Ended |   | 2006 Through |
|                                                                      |   |   | March 31, |   | March 31, |   | March 31, |
|                                                                      |   |   | 2009 |   | 2008 |   | 2009 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| REVENUES                                                                  | $ | - |   | $ | - |   | $ | - |
| COST OF SALES                                                             |   | - |   |   | - |   |   | - |
| GROSS MARGIN                                                              |   | - |   |   | - |   |   | - |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES                                                        |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      | Research and development |   | 3,303 |   |   | - |   |   | 56,480 |
|                                                                      | General and administrative |   | 56,469 |   |   | 17,374 |   |   | 190,251 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   | Total Operating Expenses |   | 59,772 |   |   | 17,374 |   |   | 246,731 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATIONS                                                      |   | (59,772) |   |   | (17,374) |   |   | (246,731) |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| OTHER ICOME                                                               |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      | Interest income |   | 1,228 |   |   | - |   |   | 8,537 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   | Total Other Income |   | 1,228 |   |   | - |   |   | 8,537 |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| LOSS BEFORE INCOME TAXES                                                  |   | (58,544) |   |   | (17,374) |   |   | (238,194) |
| PROVISION FOR INCOME TAXES                                                |   | - |   |   | - |   |   | - |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| NET LOSS                                                                  | $ | (58,544) |   | $ | (17,374) |   | $ | (238,194) |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| BASIC LOSS PER COMMON SHARE                                               | $ | (0.02) |   | $ | (0.01) |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER                                                   |   |   |   |   |   |   |   |   |
| OF COMMON SHARES OUTSTANDING                                              |   | 2,596,288 |   |   | 2,146,266 |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
|                                                                      |   |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements |
|                                                                      |
|                                                                      |   |   |   |   |   |   |   |   |   |   |

 

 

5

----

 

| **NINE MILE SOFTWARE, INC.**                                               |
|----------------------------------------------------------------------------|
| (A Development Stage Company)                                              |
| Statements of Stockholders' Equity                                         |
| (unaudited)                                                                |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   | Deficit |   |   |
|                                                                       |   |   |   |   |   |   |   |   | Accumulated |   |   |
|                                                                       |   |   |   |   |   | Additional |   | During the |   | Total |
|                                                                       | Common Stock |   | Paid-In |   | Development |   | Stockholders' |
|                                                                       | Shares |   | Amount |   | Capital |   | Stage |   | Equity |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, November 30, 2006                                                 | - |   | $ | - |   | $ | - |   | $ | - |   | $ | - |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.025 per share                                                        | 60,000 |   |   | 360 |   |   | 8,640 |   |   | - |   |   | 9,000 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.025 per share                                                        | 1,462,000 |   |   | 1,462 |   |   | 35,088 |   |   | - |   |   | 36,550 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss from inception                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| through December 31, 2006                                                  | - |   |   | - |   |   | - |   |   | (1,002) |   |   | (1,002) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2006                                                 | 1,822,000 |   |   | 1,822 |   |   | 43,728 |   |   | (1,002) |   |   | 44,548 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.50 per share                                                         | 60,000 |   |   | 60 |   |   | 29,940 |   |   | - |   |   | 30,000 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Value of common stock                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| options issued                                                             | - |   |   | - |   |   | 160 |   |   | - |   |   | 160 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the year                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended December 31, 2007                                                    | - |   |   | - |   |   | - |   |   | (26,360) |   |   | (26,360) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2007                                                 | 1,882,000 |   |   | 1,882 |   |   | 73,828 |   |   | (27,362) |   |   | 48,348 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for cash                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
| at $0.70 per share                                                         | 714,288 |   |   | 714 |   |   | 499,277 |   |   | - |   |   | 499,991 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fair value of options granted                                              | - |   |   | - |   |   | 905 |   |   | - |   |   | 905 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the year                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended December 31, 2008                                                    | - |   |   | - |   |   | - |   |   | (152,288) |   |   | 152,288) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, December 31, 2008                                                 | 2,596,288 |   |   | 2,596 |   |   | 574,010 |   |   | (179,650) |   |   | 396,956 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fair value of options granted                                              | - |   |   | - |   |   | 543 |   |   | - |   |   | 543 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the three months                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ended March 31, 2009                                                       | - |   |   | - |   |   | - |   |   | (58,544) |   |   | (58,544) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance, March 31, 2009                                                    | 2,596,288 |   | $ | 2,596 |   | $ | 574,553 |   | $ | (238,194) |   | $ | 338,955 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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, |
|                                                                       |   |   |   | 2009 |   | 2008 |   | 2009 |
|                                                                       |   |   |   |   |   |   |   |   |   |
| OPERATING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       | Net loss | $ | (58,544) |   | $ | (17,374) |   | $ | (238,194) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       | Adjustments to reconcile net loss to net cash |   |   |   |   |   |   |   |
|                                                                       | used by operating activities: |   |   |   |   |   |   |   |   |
|                                                                       |   | Fair value of options granted |   | 543 |   |   | - |   |   | 1,448 |
|                                                                       |   | Amortization expense |   | 30 |   |   | - |   |   | 30 |
|                                                                       | Changes in operating assets and liabilities: |   |   |   |   |   |   |   |   |
|                                                                       |   | Change in accounts payable |   | (6,712) |   |   | 2,000 |   |   | 3,075 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Net Cash Used in |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Operating Activities |   | (64,683) |   |   | (15,374) |   |   | (233,641) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| INVESTING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Copyright costs incurred |   | - |   |   | - |   |   | (1,190) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Net Cash Used in |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Investing Activities |   | - |   |   | - |   |   | (1,190) |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| FINANCING ACTIVITIES                                                       |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Proceeds from common stock issued |   | - |   |   | 390,968 |   |   | 575,701 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Net Cash Provided by |   |   |   |   |   |   |   |   |
|                                                                       |   |   | Financing Activities |   | - |   |   | 390,968 |   |   | 575,701 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | NET DECREASE IN CASH |   | (64,683) |   |   | 375,594 |   |   | 340,870 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | CASH AT BEGINNING OF PERIOD |   | 405,553 |   |   | 49,158 |   |   | - |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | CASH AT END OF PERIOD | $ | 340,870 |   | $ | 424,752 |   | $ | 340,870 |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURES OF                                                |   |   |   |   |   |   |   |   |
|                                                                       | CASH FLOW INFORMATION |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       | CASH PAID FOR: |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   | Interest | $ | - |   | $ | - |   | $ | - |
|                                                                       |   | Income Taxes | $ | - |   | $ | - |   | $ | - |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements. |
|                                                                       |

 

 

7

----

 

 

 

**NINE MILE SOFTWARE, INC.**

(A Development Stage Company)

Notes to the Financial Statements

 

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, 2009 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the            Company's December 31, 2008 audited financial statements. The results of operations for the period ended March 31, 2009 and 2008 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.

 

NOTE NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

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

 

 

 

 

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| 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 primarily engaged in the development of our TradeWarrior software in anticipation of introducing it to the investment advisory market during the latter part of 2009. Our plan of operation for the next 4 to 7 months is to complete commercialization of the TradeWarrior software. We have hired Ryan            Sullivan as our CTO to rewrite the program in a more robust programming language and work directly with Mr. Deru to map out and optimize the logic flows of the program to make TradeWarrior a commercially viable product. Management anticipates this will take between four and seven months to complete. During this development period, a beta group of 10 -15 RIA users that we have previously identified will be using the program and providing industry feedback. This is essential to gain            perspective and insight into the industry needs in a real time feedback loop in order to adjust the program to real life needs of end users. 

 

After a successful beta iteration period, we will prepare to launch the TradeWarrior product commercially. The goal of management is to launch no later than third quarter of 2009. We believe that we will not need additional funding for approximately 6 to 12 months. 

 

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

 

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

 

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

 

We have not realized any revenues since inception on November 30, 2006. For the three-month period ended March 31, 2009, we realized a net loss of $58,544, compared to a net loss of $17,374 for the three-month period ended March 31, 2008. The increased net loss for the 2009 period is primarily attributed to the 225% increase in general and administrative expenses related to the            development and commercialization of TradeWarrior.

 

 

 

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At March 31, 2009, we had total assets of $342,030, primarily in cash, and stockholders’ equity of $338,955, compared to total assets of $406,743 and stockholders' equity of $396,956 at December 31, 2008. The decrease in total assets and stockholders' equity at March 31, 2009 is attributed to expenditures related to the development of the TradeWarrior program during the first            quarter of 2009. We did not receive any cash proceeds during the first quarter of 2009 compared to realizing $390,068 from the proceeds from the sale of our common stock during the first quarter of 2008.

 

At March 31, 2009, our working capital was $337,795 compared to $395,766 at December 31, 2008. We anticipate meeting our working capital needs during the remainder of 2009 with proceeds from our initial public offering. We have no other agreements or arrangements for additional funding and there can be no assurance any such funding will be available to us, or if available, such            funding will be on acceptable or favorable terms to us.

 

**Going Concern Consideration**

 

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

 

**Inflation**

 

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

 

**Off-balance Sheet Arrangements**

 

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

 

**Forward-Looking and Cautionary Statements**

 

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

 

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

 

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

 

 

 

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| **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 March 31, 2009, our disclosure controls and procedures were effective.

 

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

 

**PART II — OTHER INFORMATION**

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

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

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

 

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

 

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

 

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

 

| **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.

 

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

 

 

| Date: May 13, 2009 | By:/S/      | DAMONDERU |
|--------------------|--------------------------------------|-----------|

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

C.E.O. and Director

 

 

| Date: May 13, 2009 | By:/S/      | MICHAELCHRISTENSEN |
|--------------------|--------------------------------------|--------------------|

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

Secretary and Director

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

 

 

 

 

 

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