**SECURITIES AND        EXCHANGE COMMISSION        Washington, D.C. 20549**

**FORM        10-QSB**

*(Mark        One)*

þ     Quarterly        report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly        period ended **June 30, 2007**.

 ̈             Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the        transition period from                            to                    .

Commission file        number: **000-28731**

**OPENLIMIT,        INC.**(Exact name of small business issuer as specified in its charter)

| **FLORIDA**                        (State or other jurisdiction of incorporation or organization) | **98-0211356**                        (IRS Employer Identification Number) |
|---------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|

**Zugerstrasse        76B, Baar, Switzerland CH 6341**        (Address of Principal Executive        Office)          (Postal Code)

**011 41 41 560        1023**(Issuer’s telephone number)

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

Yes        þ                                No  ̈

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

Yes        þ                                No  ̈

The number of outstanding shares of        the registrant’s common stock, $0.01 par value (the only class of voting stock), as        of July 24, 2007 was 70,000,000.

**            1        **

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**TABLE OF CONTENTS**

**           **Page**    **PART I.**     **ITEM 1.                    FINANCIAL STATEMENTS**  3   Unaudited Interim Balance Sheet as of June                            30, 2007  4   Unaudited Interim Condensed                            Statements of Operations for the three and six months ended June 30,                            2007 and 2006 and the period from the date of reorganization (                            September 1, 2005) to June 30, 2007  5   Unaudited Interim Condensed                            Statements of Cash Flows for the six months ended June 30, 2007 and                            2006 and the period from the date of reorganization (September 1, 2005)                            to June 30, 2007  6   Notes to Unaudited Interim Financial                            Statements  7                 **ITEM 2. MANAGEMENT'S PLAN OF                            OPERATION**  9  **ITEM 3.                    CONTROLS AND PROCEDURES**  16 **PART II.**     **ITEM 1.                    LEGAL PROCEEDINGS**  16  **ITEM 2.                    UNREGISTERED SALES OF EQUITY SECURITIES**  16  **ITEM 3.                    DEFAULTS UPON SENIOR SECURITIES**  16  **ITEM 4.                    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**  16  **ITEM 5.                    OTHER INFORMATION**  16  **ITEM 6.                    EXHIBITS**  16  **SIGNATURES**  17 **INDEX TO                    EXHIBITS**  18 **
**            2        **

 

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**PART        I**

 

| **ITEM 1.** | **FINANCIAL STATEMENTS** |
|-------------|--------------------------|

 

As used        herein the terms “Company,” “we,” “our,” and        “us” refer to OPENLiMiT, Inc., a Florida corporation, unless otherwise        indicated. In the opinion of management, the accompanying unaudited interim financial        statements included in this Form 10-QSB reflect all adjustments (consisting only of normal        recurring accruals) necessary for a fair presentation of the results of operations for the        periods presented. The results of operations for the periods presented are not necessarily        indicative of the results to be expected for the full year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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| OPENLIMIT, INC.                                                             |
|-----------------------------------------------------------------------------|
| (A Development Stage Company)                                               |
| BALANCE SHEET                                                               |
|                                                                        |   |   |
|                                                                        |   | June 30, |
|                                                                        |   | 2007 |
| ASSETS                                                                      |   | (Unaudited) |
|                                                                        |   |   |
| Current Assets:                                                             |   |   |
| Prepaid expenses                                                            | $ |  

779 |
|                                                                        |   |   |
| Total assets                                                                |   | 779 |
|                                                                        |   |   |
|                                                                        |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                                       |   |   |
|                                                                        |   |   |
| Current liabilities:                                                        |   |   |
| Accounts payable and accrued expenses                                       | $ | 3,231 |
| Notes payable                                                               |   | 36,628 |
|                                                                        |   |   |
| Total liabilities                                                           |   | 39,859 |
|                                                                        |   |   |
| Commitments                                                                 |   |   |
|                                                                        |   |   |
| Stockholders' deficit:                                                      |   |   |
| Preferred stock, $.01 par value, 500,000 shares                             |   |   |
| authorized, no shares issued and outstanding                                |   | - |
| Common stock, $.01 par value, 200,000,000 shares                            |   |   |
| authorized, 70,000,000 shares issued and                        outstanding |   | 700,000 |
| Additional paid-in capital                                                  |   | 10,863,247 |
| Accumulated deficit                                                         |   | (11,582,245) |
| Deficit accumulated during the development stage                            |   | (20,082) |
|                                                                        |   |   |
| Total stockholders' deficit                                                 |   | (39,080) |
|                                                                        |   |   |
| Total liabilities and stockholders' deficit                                 | $ | 779 |

 

The        accompanying notes are an integral part of these unaudited condensed financial        statements

4

 

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| OPENLIMIT, INC.                                                     |
|---------------------------------------------------------------------|
| (A Development Stage Company)                                       |
| UNAUDITED CONDENSED STATEMENTS OF                        OPERATIONS |
|                                                                |   |   |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |   | Cumulative |
|                                                                |   |   |   |   |   |   |   |   |   | Amounts from |
|                                                                |   |   |   |   |   |   |   |   |   | September 1, |
|                                                                |   | Three Months Ended |   | Six Months Ended |   | 2005 through |
|                                                                |   | June 30, |   | June 30, |   | June 30, |
|                                                                |   | 2007 |   | 2006 |   | 2007 |   | 2006 |   | 2007 |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Revenue                                                             | $ | - |   | - |   | - |   | - |   | - |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| General and                                                         |   |   |   |   |   |   |   |   |   |   |
| administrative costs                                                |   | (10,153) |   | (3,636) |   | (19,789) |   | (20,364) |   | (77,712) |
| Gain on forgiveness of debt                                         |   | - |   | 26,650 |   | - |   | 43,012 |   | 57,630 |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Income (loss) before                                                |   |   |   |   |   |   |   |   |   |   |
| income taxes                                                        |   | (10,153) |   | 23,014 |   | (19,789) |   | 22,648 |   | (20,082) |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Provision for income taxes                                          |   | - |   | - |   | - |   | - |   | - |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Net income (loss)                                                   | $ | (10,153) |   | 23,014 |   | (19,789) |   | 22,648 |   | (20,082) |
|                                                                |   |   |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Income (loss) per common                                            |   |   |   |   |   |   |   |   |   |   |
| share - basic and diluted                                           | $ | (0.00) |   | 0.00 |   | (0.00) |   | 0.00 |   |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |
| Weighted average common                                             |   |   |   |   |   |   |   |   |   |   |
| shares - basic and diluted                                          |   | 70,000,000 |   | 70,000,000 |   | 70,000,000 |   | 70,000,000 |   |   |

 

The        accompanying notes are an integral part of these unaudited condensed financial        statements

5

 

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| OPENLIMIT, INC.                                                     |
|---------------------------------------------------------------------|
| (A Development Stage Company)                                       |
| UNAUDITED CONDENSED STATEMENTS OF CASH                        FLOWS |
|                                                                |   |   |   |   |   |   |
|                                                                |   |   |   |   |   | Cumulative |
|                                                                |   |   |   |   |   | Amounts from |
|                                                                |   |   |   |   |   | September 1, |
|                                                                |   | Six Months Ended |   | 2005 through |
|                                                                |   | June 30, |   | June 30, |
|                                                                |   | 2007 |   | 2006 |   | 2007 |
| Cash flows from operating activities:                               |   |   |   |   |   |   |
| Net income (loss)                                                   | $ | (19,789) |   | 22,648 |   | (20,082) |
| Adjustments to reconcile net income (loss) to net                   |   |   |   |   |   |
| cash used in operating activities:                                  |   |   |   |   |   |   |
| Gain on forgiveness of debt                                         |   | - |   | - |   | (43,012) |
| (Increase) decrease in prepaid expenses                             |   | 50 |   | - |   | (779) |
| Increase (decrease) in accounts payable and                         |   |   |   |   |   |   |
| accrued expenses                                                    |   | (1,081) |   | (22,648) |   | 26,690 |
|                                                                |   |   |   |   |   |   |
| Net cash used in operating activities                               |   | (20,820) |   | - |   | (37,183) |
|                                                                |   |   |   |   |   |   |
| Cash flows from investing activities:                               |   | - |   | - |   | - |
|                                                                |   |   |   |   |   |   |
| Cash flows from financing activities:                               |   |   |   |   |   |   |
| Proceeds from note payable                                          |   | 20,820 |   | - |   | 36,628 |
|                                                                |   |   |   |   |   |   |
| Net cash provided by financing activities                           |   | 20,820 |   | - |   | 36,628 |
|                                                                |   |   |   |   |   |   |
| Net decrease in cash                                                |   | - |   | - |   | (555) |
|                                                                |   |   |   |   |   |   |
| Cash, beginning of period                                           |   | - |   | - |   | 555 |
|                                                                |   |   |   |   |   |   |
| Cash, end of period                                                 | $ | - |   | - |   | - |

 

 

 

 

 

The        accompanying notes are an integral part of these unaudited condensed financial        statements

 

6

 

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OPENLIMIT, INC.

(A        Development Stage Company)

NOTES        TO UNAUDITED FINANCIAL STATEMENTS

June 30,        2007

 

Note        1 - Basis of Presentation

 

The        accompanying unaudited condensed financial statements have been prepared by management in        accordance with the instructions in Form 10-QSB and, therefore, do not include all        information and footnotes required by generally accepted accounting principles and should,        therefore, be read in conjunction with OpenLimit, Inc.’s (the Company) Form 10-KSB        for the year ended December 31, 2006, filed with the Securities and Exchange Commission.        These statements do include all normal recurring adjustments which the Company believes        necessary for a fair presentation of the statements. The interim operations are not        necessarily indicative of the results to be expected for the full year ended December 31,        2007.

 

Note        2 – Additional Footnotes Included By Reference

 

Except as        indicated in Note 1 above, there have been no other material changes in the information        disclosed in the notes to the financial statements included in the Company’s Form        10-KSB for the year ended December 31, 2006, filed with the Securities and Exchange        Commission. Therefore, those footnotes are included herein by reference.

 

Note 3 -        Going Concern

 

The        accompanying financial statements have been prepared assuming that the Company will        continue as a going concern, which contemplates, among other things, the realization of        assets and satisfaction of liabilities in the normal course of business. As of June 30,        2007, the Company has an accumulated deficit and a working capital deficiency. The Company        intends to fund operations through debt and equity financing arrangements, which may be        insufficient to fund its cash requirements for the next twelve months.

 

The        successful outcome of future activities cannot be determined at this time, and there is no        assurance that, if achieved, the Company will have sufficient funds to execute its intended        business plan or generate positive operating results. These factors, among others, raise        substantial doubt about the Company’s ability to continue as a going concern. The        accompanying financial statements do not include any adjustments that might result from the        outcome of this uncertainty.

 

 

 

 

 

 

7

         

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OPENLIMIT, INC.

(A        Development Stage Company)

NOTES        TO UNAUDITED FINANCIAL STATEMENTS

June 30,        2007

 

Note 4        – Proposed Business Combination

On June 18,        2007, the Company entered into a Securities Exchange Agreement and Plan of Exchange with        Zag Holding AG (“ZAG”) and the stockholders of ZAG whereby the Company intends        to acquire one hundred percent (100%) of the outstanding ownership or right to ownership of        ZAG in exchange for an aggregate of 21,000,000 post 50:1 reverse split shares of the        Company’s common stock subject to the following conditions:

|   | **•** | the Company changes its name to "SunVesta, Inc."; |
|--------|------------|---------------------------------------------------|

|   | **•** | the Company increases the number of authorized preferred                        shares from 500,000 to 50,000,000; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------|

|   | **•** | the Company and Zag obtain stockholder approval of the                        Agreement; |
|--------|------------|------------------------------------------------------------------------------------------|

|   | **•** | the Company effects a 50:1 reverse split consolidation of                        outstanding shares prior to consummating the acquisition of Zag;                        and |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | the Company's stockholders elect a new board of                        directors. |
|--------|------------|-----------------------------------------------------------------------------------|

On        consummation of the transaction ZAG would be a wholly-owned subsidiary of the Company. The        closing of the transaction is expected to take place as soon as is practicable subject to        stockholder approval and full satisfaction of the disclosure requirements of the Securities        Exchange Act of 1934, as amended.

 

8

         

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| **ITEM 2.** | **MANAGEMENT’S PLAN OF OPERATIONS** |
|-------------|-------------------------------------------|

 

This*Management's Plan of Operation*and*Results of Operations*and other parts of this        report contain forward-looking statements that involve risks and uncertainties.        Forward-looking statements can also be identified by words such as "anticipates,"        "expects," "believes," "plans," "predicts," and similar terms. Forward-looking statements        are not guarantees of future performance and our actual results may differ significantly        from the results discussed in the forward-looking statements. Factors that might cause such        differences include, but are not limited to those discussed in the subsections        entitled*Forward-Looking Statements and Factors That May Affect        Future Results and Financial Condition*. The following discussion        should be read in conjunction with our financial statements and notes thereto included in        this report. All information presented herein is based on our period ended June 30, 2007.        Our fiscal year end is December 31.

 

***General***

 

The Company        was incorporated under the laws of the State of Florida on September 12, 1989, as Thor        Ventures Corp. On November 26, 2002, the Company changed its name to “Jure Holdings,        Inc.” as part of a process to restructure the corporation. On April 25, 2003, we        acquired OPENLiMiT Holding AG (“OPENLiMiT AG”), a Swiss developer of digital        signature software and subsequently changed our name to OPENLiMiT, Inc. We spun-off        OPENLiMiT, AG to our stockholders on September 1, 2005 and have since sought to        acquire a new business opportunity.

 

On June 18,        2007, our board of directors approved the execution of a Securities Exchange Agreement and        Plan of Exchange with ZAG Holdings AG (“ZAG”) and the stockholders of ZAG, that        would cause us to acquire ZAG as a wholly owned subsidiary in exchange for 21,000,000 post        fifty to one (50:1) reverse split shares on the following conditions:

 

 

|   | § | We change our name to “SunVesta,                        Inc.”; |
|--------|--------|----------------------------------------------------------------------------|

|   | § | We increase the number of authorized preferred shares from                        500,000 to 50,000,000; |
|--------|--------|----------------------------------------------------------------------------------------------------------|

|   | § | The Company and Zag obtain stockholder approval of the                        Agreement; |
|--------|--------|------------------------------------------------------------------------------------------|

|   | § | We effect a 50:1 reverse split consolidation of outstanding                        shares; and |
|--------|--------|------------------------------------------------------------------------------------------------|

|   | § | Our stockholders elect a new board of directors. |
|--------|--------|--------------------------------------------------|

 

ZAG was        incorporated under the laws of Switzerland on December 18, 2001 and is domiciled in Zug,        Switzerland. ZAG intends to develop luxury hotels and resorts in emerging tourist        destinations that will offer fractional ownership with international membership privileges.        ZAG’s business model intends to offer a secure investment in real estate with the        prospect of substantial capital growth combined with the appeal of preferential vacation        rates at any of the hospitality properties operated or affiliated with the program. ZAG        operates through its wholly-owned subsidiary, Sunvesta Projects and Management AG, a Swiss        incorporated company. ZAG also has additional, wholly-owned subsidiaries which are        currently dormant: Sunvesta Turistik Yatririm VE and Sunvesta Costa Rica Marketing &        Sales Ltda.

 

Our plan of        operation for the coming year is, subject to shareholder approval, to focus on the        development of Zag’s business model, which will require $10,000,000 in funding over        the next 12 months. We are confident that these funds, to be used primarily in the        construction of ZAG’s initial luxury resort, the Papagayo Princess Resort & Spa        Hotel, located in the Gunacaste region of Costa Rica, will be made available from debt or        equity financings.

 

 

9

         

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The        Company’s stockholders of record as of the close of business on July 10, 2007 have        been asked to consider our intended acquisition of Zag and related proposals at a Special        Meeting of Stockholders to be held on August 10, 2007 in Zug, Switzerland. Should the        Company’s stockholders reject any of the proposals presented at the Special Meeting        of Stockholders, such rejection will cause the Company to abandon its intended acquisition        of Zag and resume the search for a suitable business opportunity.

 

***Results of Operations***

 

During the        six month period ended June 30, 2007 and the year ended December 31, 2006, our operations        were limited to satisfying continuous public disclosure requirements and seeking to        identify prospective business opportunities which led to an agreement to acquire        ZAG.

 

***Net        Losses/Income***

 

For the        period from September 1, 2005 until June 30, 2007, the Company incurred a net loss of        $20,082. Net losses for the three month period ended June 30, 2007 were $10,153 as compared        to net income of $23,014 for the three months ended June 30, 2006. Net losses for the six        month period ended June 30, 2007 were $19,789 as compared to net income of $22,648 for the        six months ended June 30, 2006. Our net losses in the current three and six month periods        are entirely attributable to general and administrative expenses. Our general and        administrative expenses include accounting costs, consulting expenses, and professional        fees. We did not generate any revenues during this period.

 

The Company        expects to continue to incur losses through the year ended 2007.

         

***Income Tax Expense (Benefit)***

         

The Company        has a prospective income tax benefit resulting from a net operating loss carryforward and        start up costs that might offset any future operating profit.

 

***Impact of Inflation***

         

The Company        believes that inflation has had a negligible effect on its operations over the past three        years.

 

***Capital Expenditures***

 

The Company        expended no significant amounts on capital expenditures for the period from September 1,        2005 to June 30, 2007.

 

***Liquidity and Capital Resources***

 

As of June        30, 2007, we had current assets totaling $779 and a working capital deficit of $39,080.        These assets consist of prepaid expenses of $779. Net stockholders' deficit in the Company        was $39,080 at June 30, 2007. The Company has been in the development stage since        inception, and has experienced significant changes in liquidity, capital resources and        stockholders’ equity.

 

Cash flow        used in operating activities was $37,183 for the period from September 1, 2005 to June 30,        2007. Cash flow used in operating activities for the six month period ended June 30, 2007        was $20,820 as compared to $0 for the six months ended June 30, 2006. The increase in cash        flow used in operating activities in the current six month period was due primarily to net        losses accrued through operating expenses.

 

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Cash flow        provided by financing activities was $36,628 for the period from September 1, 2005 to June        30, 2007. Cash flow provided by financing activities for the six month period ended June        30, 2007 was $20,820 as compared to $0 for the six months ended June 30, 2006. Cash flow        provided by financing activities in the current six month period can be attributed to        proceeds from a note payable.

 

Cash flows        used in investing activities was $0 for the period from September 1, 2005 to June 30,        2007.

 

Our current        assets are insufficient to conduct the Company’s plan of operation over the next        twelve (12) months and we will have to seek debt or equity financing to fund operations. We        have no current commitments or arrangements with respect to, or immediate sources of        funding. Further, no assurances can be given that funding, if needed, would be available or        available to us on acceptable terms. Our stockholders would be the most likely source of        new funding in the form of loans or equity placements though none have made any commitment        for future investment and we have no agreement formal or otherwise. The Company’s        inability to obtain funding would have a material adverse affect on our plan of        operation.

 

The Company        has no current plans for the purchase or sale of any plant or equipment.

 

The Company        has no current plans to make any changes in the number of employees.

 

***Off        Balance Sheet Arrangements***

 

As of June        30, 2007, the Company has no significant off-balance sheet arrangements that have or are        reasonably likely to have a current or future effect on our financial condition, changes in        financial condition, revenues or expenses, results of operations, liquidity, capital        expenditures, or capital resources that is material to stockholders.

***Forward Looking Statements and Factors That May Affect Future Results        and Financial Condition***

 

The        statements contained in the section titled*Management’s Plan        of Operations,*with the exception of historical facts, are        forward looking statements within the meaning of Section 27A of the Securities Act. A        safe-harbor provision may not be applicable to the forward looking statements made in this        Form 10-QSB because of certain exclusions under Section 27A (b). Forward looking statements        reflect our current expectations and beliefs regarding our future results of operations,        performance, and achievements. These statements are subject to risks and uncertainties and        are based upon assumptions and beliefs that may or may not materialize. These statements        include, but are not limited to, statements concerning:

 

|   | **•** | our anticipated financial performance and business                        plan; |
|--------|------------|---------------------------------------------------------------------------------|

|   | **•** | the sufficiency of existing capital resources; |
|--------|------------|------------------------------------------------|

|   | **•** | our ability to raise additional capital to fund cash                        requirements for future operations; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------|

|   | **•** | uncertainties related to the Company’s future business                        prospects; |
|--------|------------|------------------------------------------------------------------------------------------------|

|   | **•** | the ability of the Company to generate revenues to fund                        future operations; and |
|--------|------------|-------------------------------------------------------------------------------------------------------|

|   | **•** | the volatility of the stock market and general economic                        conditions. |
|--------|------------|--------------------------------------------------------------------------------------------|

 

We wish to        caution readers that the Company’s operating results are subject to various risks and        uncertainties that could cause its actual results to differ materially from those discussed        or anticipated, including the factors set forth in the section        entitled*Risk Factors*included elsewhere        in this report. We also wish to advise readers not to place any undue reliance on the        forward looking statements contained in this report, which reflect our beliefs and        expectations only as of the date of this report. We assume no obligation to update or        revise these forward looking statements to reflect new events or circumstances or any        changes in our beliefs or expectations, other than is required by law.

 

11

         

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***Risk        Factors***

 

Our future        operating results are highly uncertain. Before deciding to invest in us or to maintain or        increase your investment, you should carefully consider the risks described below, in        addition to the other information contained in this quarterly report. If any of these risks        actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and        you may lose all or part of your investment.

 

***We        have a history of significant operating losses and such losses may continue in the        future.***

 

Since our        inception in 1989, our expenses have substantially exceeded our income, resulting in        continuing losses and an accumulated deficit of $11,602,327 as of June 30, 2007. We will        likely continue to incur operating losses as we either develop ZAG’s business model,        subject to stockholder approval, or maintain our search for a suitable business        opportunity. The Company’s only current expectation of future net income is dependent        on our ability to develop ZAG’s business model into a revenue producing business, or        alternatively to acquire a net revenue producing business, the acquisition of which can in        no way be assured.

 

***The        Company’s limited financial resources cast severe doubt on its ability to fund        ZAG’s business model or to acquire an alternative net income producing business        opportunity.***

 

The        Company’s limited financial resources are not sufficient to provide the working        capital required to finance the development of ZAG’s business model to the point of        developing a net income producing business, or in the event that our intended acquisition        of ZAG is rejected, to acquire an alternative income producing business. Future financings        will be dependent on the success of debt or equity offerings which can in no way be        assured. Our failure to procure adequate financial resources would cause us to abandon our        intended plan of operation and could force us to curtail or cease operations.

 

***The        market for our stock is limited and our stock price may be volatile.***

 

The market        for our common stock has been limited due to low trading volume and the small number of        brokerage firms acting as market makers. Because of the limitations of our market and        volatility of the market price of our stock, investors may face difficulties in selling        shares at attractive prices when they want to. The average daily trading volume for our        stock has varied significantly from week to week and from month to month, and the trading        volume often varies widely from day to day.

 

***We        incur significant expenses as a result of being quoted on the Over the Counter Bulletin        Board, which may negatively impact our financial performance.***

 

We incur        significant legal, accounting and other expenses as a result of being listed on the Over        the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules        implemented by the Commission, has required changes in corporate governance practices of        public companies. We expect that compliance with these laws, rules and regulations,        including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the        following risk factor, may substantially increase our expenses, including our legal and        accounting costs, and make some activities more time-consuming and costly. As a result,        there may be a substantial increase in legal, accounting and certain other expenses in the        future, which would negatively impact our financial performance and could have a material        adverse effect on our results of operations and financial condition.

 

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***Our        internal controls over financial reporting may not be considered effective, which could        result in a loss of investor confidence in our financial reports and in turn have an        adverse effect on our stock price.***

 

Pursuant to        Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the        year ending December 31, 2008, we may be required to furnish a report by our management on        our internal controls over financial reporting. Such report will contain, among other        matters, an assessment of the effectiveness of our internal controls over financial        reporting as of the end of the year, including a statement as to whether or not our        internal controls over financial reporting are effective. This assessment must include        disclosure of any material weaknesses in our internal controls over financial reporting        identified by management. If we are unable to assert that our internal controls are        effective as of December 31, 2008, investors could lose confidence in the accuracy and        completeness of our financial reports, which in turn could cause our stock price to        decline.

 

***Critical Accounting Policies***

 

In the        notes to the audited financial statements for the year ended December 31, 2006, the Company        discusses those accounting policies that are considered to be significant in determining        the results of operations and our financial position. The Company believes that the        accounting principles utilized by us conform to accounting principles generally accepted in        the United States of America.

 

The        preparation of financial statements requires management to make significant estimates and        judgments that affect the reported amounts of assets, liabilities, revenues and expenses.        By their nature, these judgments are subject to an inherent degree of uncertainty. On an        on-going basis, the Company evaluates our estimates, including those related to bad debts,        inventories, intangible assets, warranty obligations, product liability, revenue, and        income taxes. We base our estimates on historical experience and other facts and        circumstances that are believed to be reasonable, and the results form the basis for making        judgments about the carrying value of assets and liabilities. The actual results may differ        from these estimates under different assumptions or conditions.

 

***Stock-Based Compensation***

 

On January        1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which        addresses the accounting for stock-based payment transactions in which an enterprise        receives employee services in exchange for (a) equity instruments of the enterprise or (b)        liabilities that are based on the fair value of the enterprise’s equity instruments        or that may be settled by the issuance of such equity instruments. In January 2005, the        Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107,        which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R        eliminates the ability to account for stock-based compensation transactions using the        intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting        for Stock Issued to Employees, and instead generally requires that such transactions be        accounted for using a fair-value-based method. We use the Black-Scholes-Merton        (“BSM”) option-pricing model to determine the fair-value of stock-based awards        under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No.        123, Accounting for Stock-Based Compensation. We have elected the modified prospective        transition method as permitted by SFAS No. 123R and accordingly prior periods have not been        restated to reflect the impact of SFAS No. 123R. The modified prospective transition method        requires that stock-based compensation expense be recorded for all new and unvested stock        options, restricted stock, restricted stock units, and employee stock purchase plan shares        that are ultimately expected to vest as the requisite service is rendered beginning on        January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense        for awards granted prior to January 1, 2006 is based on the grant date fair-value as        determined under the pro forma provisions of SFAS No. 123.

 

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Prior to        the adoption of SFAS No. 123R, we measured compensation expense for our employee        stock-based compensation plans using the intrinsic value method prescribed by APB Opinion        No. 25. We applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148,        Accounting for Stock-Based Compensation – Transition and Disclosure, as if the        fair-value-based method had been applied in measuring compensation expense. Under APB        Opinion No. 25, when the exercise price of the Company’s employee stock options was        equal to the market price of the underlying stock on the date of the grant, no compensation        expense was recognized. We account for equity instruments issued in exchange for the        receipt of goods or services from other than employees in accordance with SFAS No. 123 and        the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.        96-18. Costs are measured at the estimated fair market value of the consideration received        or the estimated fair value of the equity instruments issued, whichever is more reliably        measurable. The value of equity instruments issued for consideration other than employee        services is determined on the earliest of a performance commitment or completion of        performance by the provider of goods or services as defined by EITF 96-18.

 

***Recent Accounting Pronouncements***

 

In February        2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial        Instruments-an amendment of FASB Statements No. 133 and 140”, to simplify and make        more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS        No. 133, “Accounting for Derivative Instruments and Hedging Activities” to        permit fair value remeasurement for any hybrid financial instrument with an embedded        derivative that otherwise would require bifurcation, provided that the whole instrument is        accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting        for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying        special-purpose entity to hold a derivative financial instrument that pertains to a        beneficial interest other than another derivative financial instrument. SFAS No. 155        applies to all financial instruments acquired or issued after the beginning of an entity's        first fiscal year that begins after September 15, 2006, with earlier application allowed.        This standard is not expected to have a significant effect on the Company’s future        reported financial position or results of operations.

 

In March        2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an        amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial        Assets and Extinguishments of Liabilities". This statement requires all separately        recognized servicing assets and servicing liabilities be initially measured at fair value,        if practicable, and permits for subsequent measurement using either fair value measurement        with changes in fair value reflected in earnings or the amortization and impairment        requirements of Statement No. 140. The subsequent measurement of separately recognized        servicing assets and servicing liabilities at fair value eliminates the necessity for        entities that manage the risks inherent in servicing assets and servicing liabilities with        derivatives to qualify for hedge accounting treatment and eliminates the characterization        of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective        for an entity's first fiscal year beginning after September 15, 2006. This adoption of this        statement is not expected to have a significant effect on the Company’s future        reported financial position or results of operations.

 

In        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The        objective of SFAS 157 is to increase consistency and comparability in fair value        measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair        value, establishes a framework for measuring fair value in generally accepted accounting        principles, and expands disclosures about fair value measurements. SFAS 157 applies under        other accounting pronouncements that require or permit fair value measurements and does not        require any new fair value measurements. The provisions of SFAS No. 157 are effective for        fair value measurements made in fiscal years beginning after November 15, 2007. The        adoption of this statement is not expected to have a material effect on the Company's        future reported financial position or results of operations.

 

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In        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for        Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB        Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to        recognize the overfunded or underfunded status of a defined benefit postretirement plan        (other than a multiemployer plan) as an asset or liability in its statement of financial        position and to recognize changes in that funded status in the year in which the changes        occur through comprehensive income of a business entity or changes in unrestricted net        assets of a not-for-profit organization. This statement also requires an employer to        measure the funded status of a plan as of the date of its year-end statement of financial        position, with limited exceptions. The provisions of SFAS No. 158 are effective for        employers with publicly traded equity securities as of the end of the fiscal year ending        after December 15, 2006. The adoption of this statement is not expected to have a material        effect on the Company's future reported financial position or results of        operations.

 

In        September 2006, the SEC issued Staff Accounting Bulletin        (“SAB”) No. 108, “Considering the Effects of Prior Year        Misstatements when Quantifying Misstatements in Current Year Financial Statements.”        SAB No. 108 addresses how the effects of prior year uncorrected misstatements should        be considered when quantifying misstatements in current year financial statements. SAB        No. 108 requires companies to quantify misstatements using a balance sheet and income        statement approach and to evaluate whether either approach results in quantifying an error        that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is        effective for periods ending after November 15, 2006. The Company is currently        evaluating the impact of adopting SAB No. 108 but does not expect that it will have a        material effect on our financial position and results of operations.

 

In February        2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and        Financial Liabilities”. This Statement permits entities to choose to measure many        financial assets and financial liabilities at fair value. Unrealized gains and losses on        items for which the fair value option has been elected are reported in earnings. SFAS No.        159 is effective for fiscal years beginning after November 15, 2007. The Company is        currently assessing the impact of SFAS No. 159 on our financial position and results of        operations.

 

***Going Concern***

 

Due to the        uncertainty of our ability to meet our current operating expenses and the capital expenses        noted above, in their report on the annual financial statements for the year ended December        31, 2006, our independent auditors included an explanatory paragraph regarding concerns        about our ability to continue as a going concern. Our financial statements contain        additional note disclosures describing the circumstances that lead to this disclosure by        our independent auditors.

 

The        Company’s ability to continue as a going concern is subject to our ability to realize        a profit and/or obtain funding from outside sources. Management’s plan to address our        ability to continue as a going concern, include: (a) obtaining funding from private        placement sources; (b) obtaining additional funding from the sale of the Company’s        securities; and (c) obtaining loans and grants from various financial institutions, where        possible. Although management believes that we will be able to obtain the necessary funding        to allow us to remain a going concern through the methods discussed above, there can be no        assurances that such methods will prove successful.

 

 

 

 

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| **ITEM 3.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

 

|   | ***a)*** | ***Evaluation of disclosure controls and                        procedures.*** |
|--------|----------|--------------------------------------------------------------------------------|

         

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we evaluated the effectiveness of the design and        operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and        15d-15(e) under the Securities Exchange Act of 1934, as of June 30, 2007. Based on this        evaluation, our principal executive officer and our principal financial officer concluded        that, as of the end of the period covered by this report, our disclosure controls and        procedures were effective and adequately designed to ensure that the information required        to be disclosed by us in the reports we file or submit under the Securities Exchange Act of        1934 is recorded, processed, summarized and reported within the time periods specified in        applicable rules and forms.

 

| ***(b)*** | ***Changes in internal controls over financial                        reporting.*** |
|-----------|-------------------------------------------------------------------------------------|

         

During the        quarter ended June 30, 2007, there has been no change in our internal control over        financial reporting that has materially affected, or is reasonably likely to materially        affect, our internal control over financial reporting.

 

**PART        II**

 

| **ITEM 1.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

None.

 

| **ITEM 2.** | **CHANGES IN SECURITIES** |
|-------------|---------------------------|

 

None.

 

| **ITEM 3.** | **DEFAULTS UPON SENIOR SECURITIES** |
|-------------|-------------------------------------|

 

None.

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITIES                        HOLDERS** |
|-------------|----------------------------------------------------------------------------------|

 

None.

 

| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

None.

| **ITEM 6.** | **EXHIBITS** |
|-------------|--------------|

 

Exhibits        required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits        on page 18 of this Form 10-QSB, and are incorporated herein by this reference.

 

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**SIGNATURES**

 

In        accordance with the requirements of the Securities Exchange Act of 1934, the registrant        caused this report to be signed on its behalf by the undersigned, hereunto duly authorized,        this 24th day of July, 2007.

 

***OPENLiMiT, Inc.***

         

/s/ Henry Dattler

|   | Henry Dattler |
|--------|---------------|

Chief Executive Officer, Chief Financial Officer and Principal Accounting        Officer

 

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### INDEX TO EXHIBITS

| Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                 |
|-------------|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3(i)(a)     | *        | Articles of Incorporation of the Company (incorporated by reference from the                    Form 10-SB filed with the Commission on December 31, 1999                                                                                                   |
| 3(i)(b)     | *        | Amended Articles of Incorporation of the Company (incorporated by reference                    from the Form 10-KSB filed with the Commission on April 9, 2003)                                                                                             |
| 3(i)(c)     | *        | Amended Articles of Incorporation of the Company (incorporated by reference                    from the Form 10-QSB filed with the Commission on November 17, 2003)                                                                                         |
| 3(ii)(a)    | *        | Bylaws of the Company (incorporated by reference from the Form 10-SB filed                    with the Commission on December 31, 1999).                                                                                                                    |
| 3(ii)(b)    | *        | Amended Bylaws of the Company (incorporated by reference from the Form                    10-QSB filed with the Commission on November 17, 2003)                                                                                                            |
| 10(i)       | *        | Debt Settlement Agreement dated September 14, 2004 between the Company and                    Enuhill Portfolio, Inc. (incorporated by reference from the Form 10-QSB filed                    with the Commission on November 15, 2004).                   |
| 10(ii)      | *        | Debt Settlement Agreement dated May 5, 2005 between the Company and Henry                    Dattler (incorporated by reference from the Form 10-QSB file with the                    Commission on August 12, 2005).                                       |
| 14          | *        | Code of Ethics adopted March 1, 2004 (incorporated by reference from the                    10KSB filed with the Commission on April 14, 2004).                                                                                                             |
| 20          | *        | Information Statement dated August 1, 2005 in connection with the "spin-off"                    of OPENLiMiT AG to the Company's shareholders (incorporated by reference from                    the Form 8-K filed with the Commission on August 8, 2005). |
| 31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer                    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                      |
| 32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer                    pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the                    Sarbanes-Oxley Act of 2002.                                     |

* Disclosures submitted to the Commission in previous filings.

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