UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-118632

NOBLE INNOVATIONS, INC

(Exact name of registrant as specified in its charter)

Nevada		71-0934772
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3044 North 33rd Avenue
Phoenix, AZ		85017
(Address of principal executive offices)		(Zip Code)

(602) 455-0507

(Registrant’s telephone number, including area code)

Copies of Communications to:

Stoecklein Law Group

402 West Broadway,

Suite 690

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-1325

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

Yes ¨ No x

The number of shares of Common Stock, $0.001 par value, outstanding on May 14, 2009, was 12,716,840 shares.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Noble Innovations, Inc.
(Development Stage Company)
Consolidated Balance Sheets

	March 31,			December 31,
	2009			2008
Assets	(Unaudited)			(Restated)

Current assets:
Cash	$	3,591		$	71,660
Inventory		37,627			55,188
Total current assets		41,218			126,848

Equipment, net		61,174			64,344

Other Assets:
Deposits		15,000			37,550

Total assets	$	117,392		$	228,742

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Accounts payable	$	158,482		$	176,274
Accrued expenses		129,320			113,597
Accrued salaries, officer		131,243			76,943
Accrued salaries		150,315			126,557
Notes payable, related party		206,500			226,500
Convertible Notes payable, net of discount of $136,526
and $132,818 at March 31, 2009 and
December 31, 2008, respectively		291,474			197,182
Deferred Income		39,078			39,078
Subscriptions payable, 170,000 and 15,000 shares at
March 31, 2009 and December 31, 2008, respectively		91,166			10,328
Total current liabilities		1,197,578			966,459

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 400,000 shares issued and outstanding
at March 31, 2009 and December 31, 2008, respectively		400			400
Common stock, $0.001 par value, 50,000,000 shares authorized,
12,539,340 and 12,504,340 shares issued and outstanding at
March 31, 2009 and December 31, 2008, respectively		12,539			12,504
Additional paid-in capital		55,656,795			55,567,828
(Deficit) accumulated during development stage		(56,749,920	)		(56,318,449	)
Total stockholders' equity (deficit)		(1,080,186	)		(737,717	)

Total liabilities and stockholders' equity (deficit)	$	117,392		$	228,742

The accompanying notes are an integral part of these financial statements.

Noble Innovations, Inc.
(Development Stage Company)
Consolidated Statements of Operations

	For the three months ended						September 27, 2002
	March 31,						(Inception) to
	2009			2008			March 31, 2009
	(Unaudited)			(Unaudited)			(Restated)

Revenue	$	-		$	-		$	55,069
Cost of goods sold		-			-			51,201
		-			-			3,868

Expenses:
General and administrative		79,902			49,439			470,558
Professional fees		137,905			672,252			4,883,437
Promotional and marketing		36,488			23,067			221,201
Salaries, officer		54,300			87,300			1,026,054
Salaries		59,950			400,050			988,880
Depreciation		3,170			1,218			11,723
Total expenses		371,715			1,233,326			7,601,853

Net operating (loss)		(371,715	)		(1,233,326	)		(7,597,985	)

Other income (expense):
Interest income		-			-			3
Interest expense		(53,618	)		-			(98,992	)
Financing costs		(6,138	)		-			(778,785	)
Impairment of goodwill		-			-			(48,274,161	)
Total other income (expense)		(59,756	)		-			(49,151,935	)


Net (loss)	$	(431,471	)	$	(1,233,326	)	$	(56,749,920	)

Weighted average number of common shares
outstanding - basic and fully diluted		12,517,784			260,390

Net (loss) per share - basic & fully diluted	$	(0.03	)	$	(4.74	)

The accompanying notes are an integral part of these financial statements.

Noble Innovations, Inc.
(Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)


											(Deficit)
											Accumulated
									Additional		During			Total
	Preferred Stock				Common Stock				Paid-in		Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Stage			(Deficit)

September 27, 2002 - Inception		-	$	-		-	$	-	$	-	$	-		$	-

Net loss for the period												(325	)		(325	)

Balance, December 31, 2002		-		-		-		-		-		(325	)		(325	)

Founders shares issued
for cash		-		-		202,500		203		29,797					30,000

Net loss for the period												(27,604	)		(27,604	)

Balance, December 31, 2003		-		-		202,500		203		29,797		(27,929	)		2,071

Founders shares issued
for cash		-		-		302,500		302		60,198					60,500

Net loss for the period												(44,000	)		(44,000	)

Balance, December 31, 2004		-		-		505,000		505		89,995		(71,929	)		18,571

Founders shares issued
for cash		-		-		89,798		90		17,870					17,960

Net loss for the period												(38,000	)		(38,000	)

Balance, December 31, 2005		-		-		594,798		595		107,865		(109,929	)		(1,469	)

Founders shares issued
for cash		-		-		128,487		128		30,569					30,697

Donated capital		-		-		-		-		6,500					6,500

Shares issued for cash
from private placement		-		-		245,000		245		97,755					98,000

Noble Innovations, Inc.
(Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)

Net loss for the period													(65,594	)		(65,594	)

Balance, December 31, 2006	-		-	968,285			968			242,689			(175,523	)		68,134

Shares issued for previously
received funds	-		-	25,000			25			(25	)					-

Shares issued for
services provided	-		-	5,500			6			108,744						108,750

Shares purchased and
cancelled	-		-	(748,285	)		(748	)		(1,752	)					(2,500	)

Net loss for the period													(746,572	)		(746,572	)

Balance, December 31, 2007	-		-	250,500			251			349,656			(922,095	)		(572,188	)

Shares issued for cash	-		-	172,800			173			485,922						486,095

Shares issued for services
services provided	400,000		400	552,911			552			4,487,874						4,488,826

Shares issued for merger	-		-	11,528,129			11,528			48,365,616						48,377,144

Options granted for services
provided, related party	-		-	-			-			1,793,045						1,793,045

Beneficial conversion feature	-		-	-			-			85,715						85,715

Prior period adjustment (See Note 10)													(2,709,840	)		(2,709,840	)

Restated net loss for the period													(52,686,514	)		(52,686,514	)

Balance, December 31, 2008
(as restated)	400,000	$	400	12,504,340		$	12,504		$	55,567,828		$	(56,318,449	)	$	(737,717	)

Noble Innovations, Inc.
(Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
Shares issued for
services provided	-		-	35,000		35		24,465					24,500

Options granted for services
provided, related party	-		-	-		-		15,507					15,507

Beneficial conversion feature	-		-	-		-		48,995					48,995

Net loss for the period	-		-	-		-		-		(431,471	)		(431,471	)

Balance, March 31, 2009 (Unaudited)	400,000	$	400	12,539,340	$	12,539	$	55,656,795	$	(56,749,920	)	$	(1,080,186	)

The accompanying notes are an integral part of these financial statements.

Noble Innovations, Inc.
(Development Stage Company)
Condensed Consolidated Statements of Cash Flows

	For the three months ended						September 27, 2002
	March 31,						(Inception) to
	2009			2008			March 31, 2009
	(Unaudited)			(Unaudited)			(Restated)
Cash flows from operating activities
Net (loss)	$	(431,471	)	$	(1,233,326	)	$	(56,749,920	)
Adjustments to reconcile net (loss) to
net cash used in operating activities:
Depreciation		3,170			1,218			11,723
Convertible note issued for services		50,000			-			50,000
Shares issued for services, related party		-			357,500			2,363,886
Shares issued for services		35,338			646,000			1,497,805
Shares issued for conversion of notes payable		-			-			117,000
Shares issued for financing costs		-			-			772,647
Amortization of beneficial conversion feature		45,287			-			82,282
Options granted for services		15,507			-			1,808,553
Impairment of goodwill		-			-			48,274,161
Decrease (increase) in assets:
Inventory		17,561			(36,080	)		(37,627	)
Other assets		22,550			6,200			(15,000	)
Increase (decrease) in liabilities:
Accounts payable		(17,792	)		(45,241	)		158,482
Accrued expenses		15,723			38,614			129,320
Accrued salaries, officer		54,300			30800			83,131
Accrued salaries		23,758			67,783			198,427
Deferred income		-			20,650			39,078
Net cash used in operating activities		(166,069	)		(145,882	)		(1,216,052	)

Cash flows from investing activities
Purchase of equipment		-			-			(38,725	)
Net cash used in investing		-			-			(38,725	)

Cash flows from financing activities
Proceeds from demand notes, related party		-			173,000			699,527
Payments on demand notes, related party		(20,000	)		(156,703	)		(424,343	)
Proceeds from convertible notes payable		50,000			-			330,000
Payments on notes payable		(2,000	)		-			(2,000	)
Proceeds from the sale of common stock		70,000			135,500			601,057
Repurchase of common stock		-			-			(2,500	)
Donated capital		-			-			6,500
Net cash provided by financing activities		98,000			151,797			1,258,241

Net increase (decrease) in cash		(68,069	)		5,915			3,464
Cash - beginning		71,660			6,165			-
Cash acquired in merger		-			-			127
Cash - ending	$	3,591		$	12,080		$	3,591

Supplemental disclosures:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash investing and financing activities:
Stock issued for services provided	$	29,200		$	-		$	2,570,859
Stock issued for note payable conversion, related party	$	-		$	-		$	117,000
Stock issued for financing costs	$	-		$	-		$	702,834
Stock issued for merger	$	-		$	-		$	48,377,144

The accompanying notes are an integral part of these financial statements.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of presentation

The unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain amounts in the prior year statements have been reclassified to conform to the current year presentations. The statements should be read in conjunction with the form 10-K for the year ended December 31, 2008 of Noble Innovations, Inc. (“The Company”).

The Company is considered to be in the development stage as substantially all efforts are being directed towards the research and related development of energy efficient “green” technology and the Company has not generated revenues from these principal business activities.

On May 16, 2007, the Company changed its name from XSInventory to Noble Innovations, Inc. (NII).

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

Note 2 – Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon attaining profitable operations based on the development of products that can be sold. We intend to use borrowings and security sales to mitigate the effects of our cash position, however, no assurance can be given that debt or equity financing, if and when required, will be available. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities should we be unable to continue in existence.

Note 3 – Business combination

On June 18, 2008 the Company entered into an acquisition agreement and plan of merger whereby the Company acquired the remaining 95% outstanding interest of Noble Systems, Inc. (NSI) in exchange for stock on a 1.15 to 1 basis, resulting in the issuance of 11,498,107 shares. The fair market value of the shares was $47,717,144. The Company had acquired the original 5% interest from an NSI shareholder on April 17, 2008 in exchange for 600,000 shares of common stock at a fair market value of $660,000. The fair value of the consideration was $48,377,144.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

The merger provides Noble with valuable intellectual property that is an integral part of our business and will continue to be so through the duration of the patent. NSI has applied for a patent that consists of technology used in the modular heating system of tank-less water heaters. This patent was first applied for in May of 2008 under application number 12/151,675 and Noble will continue with the application process and have the patent assigned from NSI to Noble.

The Company has recognized the identifiable assets acquired and liabilities assumed as follows:

		June 18, 2008
Consideration:
	Equity instruments (600,000 shares issued of NII1)	$	660,000
	Equity instruments (11,498,107 shares issued of NII2)		47,717,144
Fair value of total consideration exchanged		$	48,377,144

Recognized amounts of identifiable assets
	acquired and liabilities assumed:
	Cash	$	127
	Equipment		34,172
	Note receivable, related party		68,684
	Intangible assets, patents		48,274,161
Total identifiable net assets		$	48,377,144
	1 The fair value of the 600,000 common shares issued as part of the consideration paid for 5% of NSI was determined on the basis of the closing market price of NII’s common shares on the issuance date of April 23, 2008.
	2 The fair value of the 11,498,129 common shares issued as part of the consideration paid for the remaining 95% of NSI was determined on the basis of the closing market price of NII’s common shares on the acquisition date of June 18, 2008.
	3 The consideration paid in excess of the fair value of assets acquired and liabilities assumed has been allocated towards the identifiable intangible patents acquired. The estimated net future cash flows from these patents are deemed to be approximately $3,000,000 annually based on management’s opinion at the time of acquisition.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

The unaudited supplemental pro forma results of operations of the combined entity had the acquisition date been January 1, 2008 is as follows:

		Combined Pro Forma:
		For the three months ending March 31, 2008
		(Unaudited)
Expenses:
	General and administrative	$	49,528
	Professional fees		668,023
	Promotional and marketing		23,067
	Salaries, officer		87,300
	Salaries		400,050
	Depreciation		3,454
	Total Expenses		1,231,422

Net operating (loss)			(1,231,422)

Other income (expenses):
	Interest income		-
	Interest expense		-
	Financing costs		-
	Impairment of goodwill		-
	Total other income (expense)		-

Net (loss)		$	(1,231,422)

Management believes the patents and other assets acquired will enable the Company to enhance their product line and enable the Company to bring those products to market sooner.

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an annual impairment test. The Company performs an annual impairment test during the fourth quarter of each fiscal year, or more frequently if impairment indicators are present. The Company operates in one operating segment, and this segment comprises its only reporting unit. Impairment losses were identified and expensed in the amount of $48,274,161 at December 31, 2008.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Note 4 – Related party

On May 16, 2007, the Company entered into a termination and retirement agreement with Michael Evangelista, the sole officer. Pursuant to the agreement, the Company agreed to pay Mr. Evangelista a payment of $2,500 and in exchange for the return all of his outstanding shares totaling 748,285 as adjusted for the 1:20 reverse stock split on May 20, 2008.

On May 16, 2007, the Company entered into a three year employment agreement with Mr. James Cole, to serve as its President. Pursuant to the agreement, the Company has agreed to pay Mr. Cole annual compensation of $180,000 in year one; $198,000 in year two; and $218,000 in year three. Further the Company has issued 5,000 shares of its common stock valued at $450,000, based on the closing stock price of the Company’s shares on the grant date. Additionally, Mr. Cole will have the ability to earn 15,000 shares in the event certain production and sales milestone are achieved. Mr. Cole is further entitled to two (2) cash bonuses of $50,000 each. The first bonus will be earned upon completion of a marketable product and the second upon successful sale and shipment of the product. The compensation in excess of the employment agreement is a result of the fair market value of certain stock awards issued as bonuses. The Company has expensed $54,300 and $49,800 as executive compensation during the three month periods ended March 31, 2009 and 2008, respectively.

On January 31, 2008 the Company issued 5,000 shares of its common stock as a bonus for services performed to its Vice President of Sales & Marketing. The fair market value of the shares was $320,000 based on the closing price of the Company’s common stock on the date of issuance.

On April 17, 2008, the Company issued 3,900 shares valued at $117,000, based on the closing stock price of the Company’s shares on the grant date, as repayment on previous loans from significant shareholders to fund current operations.

On April 17, 2008 the Company issued 22,525 shares of its common stock to significant shareholders for services provided. The fair market value of the shares was $675,750 based on the closing price of the Company’s common stock on the date of issuance.

On April 24, 2008 the Company issued 8,079 shares of its common stock as a bonus for services performed to its CEO. The fair market value of the shares was $210,054, based on the closing stock price of the Company’s shares on the grant date.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On June 12, 2008 the Company issued 400,000 shares of its 6% series A non-convertible preferred stock as payment on accrued wages. The shares carry a mandatory 12-month redemption clause in which the shares may be redeemed for cash at a rate of $0.60 per share. The fair market value of the shares was $150,000, based on the closing stock price of the Company’s shares on the grant date.

On June 18, 2008, the Company repaid $140 of previous loans made from the CEO, and due to the consolidation of the newly acquired Company, Noble Systems, Inc. (NSI), have eliminated the remaining $68,824 note payable against an offsetting $68,824 note receivable to NSI.

On July 8, 2008 the Company granted 250,000 options upon the execution of a consulting agreement to significant shareholders, exercisable at $0.40 per share over a five year term. The estimated value using the Black-Scholes pricing model was $1,681,292, and was expensed as professional fees.

On September 18, 2008 the Company issued 250,000 free trading S-8 shares, valued at $1,375,000, based on the closing stock price of the Company’s shares on the grant date, for consulting services to significant shareholders.

On September 18, 2008 the Company issued 10,000 free trading S-8 shares to an employee as a bonus for services performed. The fair market value of the shares was $55,000, based on the closing stock price of the Company’s shares on the grant date.

On October 6, 2008 the Company granted 25,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a five year term. The terms of the agreement require an additional 75,000 options to be issued in increments of 25,000 shares every ninety days thereafter. The estimated value using the Black-Scholes pricing model was $111,753.

On November 10, 2008 the Company authorized and issued 10,000 shares of its free trading common stock valued at $49,500, based on the closing stock price of the Company’s shares on the grant date, to the Company’s Vice President of Sales and Marketing as payment in lieu of cash on accrued salaries.

On December 8, 2008 the Company authorized and issued 10,000 shares of its free trading common stock valued at $15,000, based on the closing stock price of the Company’s shares on the grant date, to the Company’s Vice President of Sales and Marketing as payment in lieu of cash on accrued salaries.

On December 8, 2008 the Company issued 150,000 shares of its free trading common stock to significant shareholders in accordance with a consulting agreement for services rendered. The fair market value of the shares was $225,000, based on the closing stock price of the Company’s shares on the grant date.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

During the year ended, 2008, the Company received net proceeds of $226,500 from significant shareholders to fund current operations. The unsecured promissory notes are non-interest bearing and due on demand. Imputed interest was deemed immaterial and management hasn’t recorded it as such.

On January 6, 2009 the Company granted 25,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a five year term. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 263% and a call option value of $0.6203, was $15,507, and was expensed as professional fees.

During the three months ending March 31, 2009 the Company repaid $20,000 on unsecured, non-interest bearing demand notes from significant shareholders.

Note 5 – Notes payable, related parties

Notes payable, related party consists of the following at March 31, 2009 and December 31, 2008, respectively:

		March 31,	December 31,
	2009		2008
Related party - unsecured debenture, due on demand for operating expenses advanced from significant shareholders. The debenture is non-interest bearing.	$ 206,500		$ 226,500
Less: current portion	206,500		226,500
Long-term debt, less current portion	$ -		$ -

Note 6 – Notes payable

Notes payable consists of the following at March 31, 2009 and December 31, 2008, respectively:

	March 31,	December 31,
	2009	2008
Unsecured promissory note carries a 10% interest rate, maturing on August 12, 2009. In the event of default, the principal is convertible into shares of common stock at a price equal to the greater of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date or $0.10 per share.	$ 100,000	$ 100,000

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Unsecured promissory note carries a 10% interest rate, maturing on August 12, 2009. In the event of default, the principal is convertible into shares of common stock at a price equal to the greater of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date or $0.10 per share. On August 7, 2008 the Company issued 5,000 shares, valued at $32,500, as a financing fee. The financing cost is amortized over the one year term of the notes. The Company expensed $13,542 in the year ended December 31, 2008.	50,000	50,000

Unsecured promissory note carries a 10% interest rate, maturing on August 12, 2009. In the event of default, the principal is convertible into shares of common stock at a price equal to the greater of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date or $0.10 per share. On August 7, 2008 the Company issued 5,000 shares, valued at $32,500, as a financing fee. The financing cost is amortized over the one year term of the notes. The Company expensed $13,542 in the year ended December 31, 2008.	50,000	50,000

Secured convertible note carries a 12% interest rate, maturing on December 12, 2009. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of fifty percent (50%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion or $0.10 per share. The debenture is secured by the Company’s fixed assets, and 60,000 shares of the Company’s common stock to be issued in the event of default by the Company. Monthly payments of $250, consisting of $100 of interest and $150 of principal are due on the 15th day of each month. An additional 15,000 shares of the Company’s common stock is to be issued as part of the agreement. The shares were unissued as of December 31, 2008.	28,000	30,000

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Secured convertible note carries an 8% interest rate, maturing on December 16, 2009. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to the lesser of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion, or $0.75 per share, and not less than $0.10 per share. The debenture is secured by the Company’s fixed assets, and 200,000 shares of the Company’s common stock to be issued in the event of default by the Company. An additional 25,000 shares of the Company’s common stock was issued as part of the agreement.	100,000	100,000

Unsecured convertible note carries a 10% interest rate, maturing on March 11, 2010. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion or $0.10 per share. An additional 5,000 shares of the Company’s common stock was issued as part of the agreement.	25,000	-

Unsecured convertible note carries a 10% interest rate, maturing on March 12, 2010. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion or $0.10 per share. An additional 5,000 shares of the Company’s common stock was issued as part of the agreement.	25,000	-

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Unsecured convertible note carries a 10% interest rate, maturing on February 1, 2010. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion or $0.10 per share. The note was issued in exchange for services rendered.	50,000	-
Total debt	428,000	330,000
Less: discount on beneficial conversion feature	136,526	132,818
Less: current portion	291,474	197,182
Long-term debt, less current portion	$ -	$ -

In accordance with APB No. 14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”, the Company allocated the total proceeds between the convertible debt and the stock issuances (which are recorded as additional paid-in-capital) based on the relative fair values of the two securities at the time of issuance. The aforementioned allocation resulted in a discount on the convertible debt.

The aforementioned accounting treatment resulted in a bifurcation of the total proceeds received of $180,000 between the value attributed to the debt of $141,966 and the value attributed to the common stock issued of $38,034.

In addition, in accordance with EITF No. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”(“EITF 98-5”) and EITF No. 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments” (“EITF 00-27”), the Company recognized and measured the embedded beneficial conversion feature present in the convertible debt, by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price between the detachable common stock issued and the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.

The aforementioned accounting treatment resulted in a total debt discount equal to ($136,526). The discount is amortized over a one-year period, from the date of issuance until the stated redemption date of the debt.

According to the terms of the Convertible Promissory Notes, the estimated number of shares that would be received upon conversion was 704,091 shares at March 31, 2009.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

During the three months ending March 31, 2009 and 2008, the Company recorded financial expenses in the amount of $45,287 and $-0-, respectively, attributed to the amortization of the aforementioned debt discount.

As of March 31, 2009, no shares were issued pursuant to debt conversion.

Note 7 – Commitments and contingencies

On May 21, 2007, the Company entered into a two year employment agreement with L. Fred Huggins to serve as its Vice President of Sales and Marketing. Pursuant to the agreement, the Company has agreed to pay Mr. Huggins annual compensation in the amount of $150,000. Further the Company has agreed to issue 500 shares of its common stock valued at $48,000. Additionally Mr. Huggins will be granted an additional 500 shares at each one year anniversary date of his employment. On March 12, 2009 Mr. Huggins resigned as Vice President of Sales & Marketing. The Company is currently involved in litigation with Mr. Huggins regarding his unpaid compensation. The Company does not believe the results of this will be unfavorable and the accrued compensation is not materially misstated at March 31, 2009.

On January 1, 2008, the Company entered into a two year employment agreement with a Director of Engineering. Pursuant to the agreement, the Company has agreed to pay an annual compensation in the amount of $115,000. In addition, the Company has agreed to provide an allowance of $500 to $1,000 monthly to enroll in an individual health insurance program until the Company can establish a group plan for its employees.

We lease our operating facility in Tempe, Arizona under a non-cancelable 3-year operating lease expiring September 30, 2011. The lease provides for increases in future minimum annual rental payments based on defined annual increases beginning with monthly payments of $4,740 plus variable Common Area Maintenance (CAM) charges and culminating in a monthly payment of $5,030 plus CAM charges on September 30, 2011. Lease expense totaled $13,024 and $16,825 during the three months ending March 31, 2009 and 2008, respectively.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Future minimum lease payments required, excluding CAM charges are as follow:

Year Amount

2009

$44,276

2010

59,010

2011

45,270

Total $148,556

Note 8 – Stockholders’ equity (as adjusted for a 1:20 reverse split of common stock on May 20, 2008)

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 50,000,000 shares of its $0.001 par value common stock.

In 2003, the Company sold to an officer of the Company a total of 202,500 shares of its $0.001 par value common stock for cash totaling $30,000.

In 2004, the Company sold to an officer of the Company a total of 302,500 shares of its $0.001 par value common stock at for cash totaling $60,500.

In 2005, the Company sold to an officer of the Company a total of 89,798 shares of its $0.001 par value common stock at for cash totaling $17,960.

In 2006, the Company sold to an officer of the Company a total of 128,487 shares of its $0.001 par value common stock at for cash totaling $25,698.

In 2006, the Company received donated capital of $6,500 from an officer of the Company. This amount was recorded in additional paid in capital.

In 2006, the Company sold a total of 245,000 shares of its $0.001 par value common stock for cash totaling $98,000.

In 2007, the Company issued 25,000 shares of its $0.001 par value common stock to an officer of the Company for cash totaling $5,000. The cash was received in 2006.

On January 23, 2007, the Company issued a stock dividend whereby each holder of our common stock, on the record date of January 22, 2007, received a stock dividend of four additional shares for every one share held. The total shares outstanding after the dividend was 993,285 as adjusted for the 1:20 reverse split on May 20, 2008.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On May 16, 2007, the Company paid the former CEO, Mr. Evangelista, a one time payment of $2,500 in exchange for the return all of his outstanding shares totaling 748,285. The cancellation was recorded during the year ended December 31, 2007.

On May 16, 2007 the Company issued 5,000 shares of its common stock pursuant to an employment agreement with its President. The fair value of the shares was $450,000. During the year ended December 31, 2008, the Company recorded an expense of $150,000 as additional executive compensation.

On May 21, 2007, the Company authorized the issuance of 500 shares of its common stock pursuant to an agreement with it Vice President of sales, the shares were issued on August 27, 2007. The fair value of the shares was $48,000, based on the closing stock price of the Company’s shares on the grant date.

On January 31, 2008 the Company issued 500 shares of its common stock as a bonus for services performed to its Vice President of Sales & Marketing. The fair market value of the shares was $320,000, based on the closing stock price of the Company’s shares on the grant date.

On January 31, 2008 the Company issued 500 shares of its common stock to a consultant for services rendered in relation to the construction of a device used for research & development purposes. The fair market value of the shares was $320,000, based on the closing stock price of the Company’s shares on the grant date.

On January 31, 2008 the Company issued 500 shares of its common stock to a consultant for services rendered in relation to the development of a successful prototype consumer product. The fair market value of the shares was $320,000, based on the closing stock price of the Company’s shares on the grant date.

On April 17, 2008 the Company issued 3,900 shares valued at $117,000, based on the closing stock price of the Company’s shares on the grant date, to significant shareholders as repayment on previous loans.

On April 17, 2008 the Company issued 22,525 shares of its common stock to significant shareholders as a financing cost for services provided. The fair market value of the shares was $675,750, based on the closing stock price of the Company’s shares on the grant date.

On April 23, 2008 the Company issued 30,000 shares of its common stock to an individual for the purchase of a 5% investment in Noble Systems, Inc. a private company. The shares were valued at $660,000, based on the closing stock price of the Company’s shares on the grant date.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On April 24, 2008 the Company issued a total of 5,900 shares of common stock, as adjusted for the 20 for 1 reverse stock split on May 20, 2008, at prices ranging from $0.50 to $3.00 per share to eight accredited investors in exchange for a total of $135,500 received on various dates during the three month period ending June 30, 2008.

On May 20, 2008 the Company performed a reverse stock split of 1:20 shares of common stock. The Company’s financial statements herein have been adjusted retroactively to reflect the adjusted shares. The previous issuances of common stock disclosed within these footnotes have been adjusted for the effect of this reverse stock split.

On June 13, 2008, the Company issued 22 shares of common stock to various individuals for fractional shares due to rounding in the reverse stock split on May 20, 2008.

On June 18, 2008 the Company issued 11,498,107 shares of its common stock as part of a merger with Noble Systems, Inc. (NSI). The Company acquired the remaining outstanding 95% interest in NSI on a basis of 1.15 shares of Noble Innovations, Inc. (NII) in exchange for each of the 9,998,354 outstanding shares of NSI. The fair market value of the shares was $47,717,144. (See note 3)

On August 7, 2008 the Company issued 5,000 shares, valued at $32,500, as a financing fee on a $50,000 promissory note.

On August 21, 2008 the Company sold a total of 54,000 shares at $2.00 per share to seven accredited investors in exchange for total proceeds of $108,000.

On September 5, 2008 the Company issued 7,300 shares, valued at $43,800, based on the closing stock price of the Company’s shares on the grant date, for consulting services.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On September 18, 2008 the Company issued 30,000 free trading S-8 shares, valued at $165,000, based on the closing stock price of the Company’s shares on the grant date, for legal services performed.

On September 18, 2008 the Company issued 10,000 free trading S-8 shares, valued at $55,000, based on the closing stock price of the Company’s shares on the grant date, for consulting services.

On December 8, 2008 the Company sold 84,000 shares at $0.60 per share to an accredited investor in exchange for proceeds of $50,400.

On December 8, 2008 the Company authorized and issued 10,000 shares of its free trading common stock valued at $15,000, based on the closing stock price of the Company’s shares on the grant date, to an employee as payment in lieu of cash on accrued salaries.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On December 12, 2008 the Company received proceeds of $30,000 in exchange for the sale of 15,000 shares of the Company’s common stock and a secured convertible note, which carries a 12% interest rate, maturing on December 12, 2009. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty percent (50%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion. The debenture is secured by the Company’s fixed assets, and 60,000 shares of the Company’s common stock to be issued in the event of default by the Company. Monthly payments of $750, consisting of $300 of interest and $450 of principal are due on the 15th day of each month. The shares 15,000 shares were issued on April 1, 2009. A beneficial conversion discount valued at $19,672 was recorded against the debt to present the bifurcation of the conversion feature between debt and equity. Amortization expense of $1,024 was recorded during the year ended December 31, 2008, and the unamortized balance of the beneficial conversion feature was $18,648 at December 31, 2008. In addition, the 15,000 shares of common stock were valued at $10,328 and were recorded as a finance expense during the year ended December 31, 2008.

On December 16, 2008 the Company received proceeds of $100,000 in exchange for the sale of 25,000 shares of the Company’s common stock and a secured convertible note, which carries an 8% interest rate, maturing on December 16, 2009. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to the lesser of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion, or $0.75 per share. The debenture is secured by the Company’s fixed assets, and 200,000 shares of the Company’s common stock to be issued in the event of default by the Company. A beneficial conversion discount valued at $64,426 was recorded against the debt to present the bifurcation of the conversion feature between debt and equity. Amortization expense of $2,648 was recorded during the year ended December 31, 2008, and the unamortized balance of the beneficial conversion feature was $61,778 at December 31, 2008. In addition, the 25,000 shares of common stock were valued at $21,569 and were recorded as a finance expense during the year ended December 31, 2008.

On December 19, 2008, the Company issued 5,000 shares of common stock in accordance with a consulting agreement for services rendered. The fair market value of the shares was $5,000, based on the closing stock price of the Company’s shares on the grant date.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On February 4, 2009, the Company authorized and issued 10,000 shares of its free trading common stock to the Company’s Vice President of Sales and Marketing as payment in lieu of cash on accrued salaries. The fair market value of the shares was $10,000 based on the closing price of the Company’s stock on the date of issuance and is included as a payment against his accrued salary for the three months ended March 31, 2009.

On March 6, 2009, the Company issued 25,000 shares of its free trading common stock as a retainer for legal services. The fair market value of the shares was $15,000 based on the closing price of the Company’s stock on the date of issuance and is included in Professional fees for the three months ended March 31, 2009.

On February 5, 2009, the Company entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. In exchange for the testing services provided, the Company agreed to issue 2,500 shares of restricted common stock every ninety days over a one year period. The first installment of the shares was to be issued on March 20, 2009, but wasn’t issued until April 1, 2009. The fair market value of the shares was $2,350 and was included as subscriptions payable at March 31, 2009.

On March 12, 2009 the Company received proceeds of $25,000 in exchange for the sale of 5,000 shares of the Company’s common stock and a secured convertible note, which carries a 10% interest rate, maturing on March 11, 2010. The principal and accrued interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of seventy percent (70%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion or $0.10 per share. The 5,000 shares were unissued as of March 31, 2009. A beneficial conversion discount valued at $13,937 was recorded against the debt to present the bifurcation of the conversion feature between debt and equity. Amortization expense of $727 was recorded during the three months ending March 31, 2009, and the unamortized balance of the beneficial conversion feature was $13,210 at March 31, 2009. In addition, the 5,000 shares of common stock were valued at $3,223 and were recorded as finance expense.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On March 13, 2009 the Company received proceeds of $25,000 in exchange for the sale of 5,000 shares of the Company’s common stock and a secured convertible note, which carries a 10% interest rate, maturing on March 12, 2010. The principal and accrued interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the volume weighted average price of the Company’s common stock for the ten (10) trading days prior to the conversion or $0.10 per share. The 5,000 shares were unissued as of March 31, 2009. A beneficial conversion discount valued at $13,629 was recorded against the debt to present the bifurcation of the conversion feature between debt and equity. Amortization expense of $674 was recorded during the three months ending March 31, 2009, and the unamortized balance of the beneficial conversion feature was $12,955 at March 31, 2009. In addition, the 5,000 shares of common stock were valued at $2,915 and were recorded as finance expense.

On March 23, 2009 the Company sold 140,000 shares at $0.50 per share to an accredited investor in exchange for total proceeds of $70,000. The shares were issued on April 1, 2009 and were included as subscriptions payable at March 31, 2009.

Note 9 – Stock options and warrants

Options and Warrants Granted

Options and Warrants Cancelled

None.

Options and Warrants Expired

None.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Options and Warrants Exercised

None.

The following is a summary of information about the Stock Options and Warrants outstanding at March 31, 2009.

Shares Underlying

Shares Underlying Options and Warrants Outstanding

Options and Warrants Exercisable

Weighted

Average

Weighted

Underlying

Remaining

Average

Underlying

Average

Range of

Options

Contractual

Exercise

Options

Exercise

Exercise Prices

Outstanding

Life

Price

Exercisable

Price

0.40 - 1.00

300,000

4.34 years

0.50

300,000

0.50

The fair value of each option and warrant grant are estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan:

	2009			2008
Average risk-free interest rates		1.10	%		2.30	%
Average expected life (in years)		5			5
Average Volatility		263	%		211	%

The Black-Scholes option valuation model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. During 2009 and 2008, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date.

The weighted average fair value of options and warrants granted with exercise prices at the current fair value of the underlying stock during the three months ending March 31, 2009 was approximately $0.50 per option, or warrant.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

The following is a summary of activity of outstanding stock options under the 2008 Stock Option Plan:

			Weighted
			Average
	Number		Exercise
	Of Shares		Price

Balance, December 31, 2008		275,000	$	0.45
Options cancelled		-0-		-0-
Options expired		-0-		-0-
Options vested during the period		25,000		0.45

Balance, March 31, 2009		300,000		0.50

Exercisable, March 31, 2009		300,000	$	0.50

Note 10 - Correction of Errors

The Company intends to restate its previously issued December 31, 2008 financial statements for matters related to the following previously reported items: stock based compensation issued pursuant to various agreements were previously being amortized over the life of the agreement, however, in accordance with SFAS 123(R) the issuance of stock based compensation should have been expensed in the period granted as the agreements didn’t include a vesting period, or weren’t held in escrow until the terms of the agreement were satisfied. The accompanying financial statements for the three month period ending March 31, 2009 have been restated to reflect the corrections in accordance with Statement of Accounting Standards Board No. 154, “Accounting Change and Error Correction”. The following is a summary of the restatements for March 31, 2009:

Increase of previously reported expenses in retained earnings:

- Unrecorded value of stock based compensation $2,709,840

Increase of previously reported additional paid in capital:

- Unrecorded amount of additional paid in capital on stock issuance $2,709,840

The effect on the Company’s previously issued December 31, 2008 financial statements are summarized as follows:

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Consolidated Balance Sheet as of December 31, 2008:

	Previously Reported			Net Change			Restated
Assets
Current assets
Cash	$	71,660		$	-		$	71,660
Inventory		55,188						55,188
Total current assets		126,848			-			126,848

Equipment, net		64,344			-			64,344

Other assets, net		37,550			-			37,550

	$	228,742		$	-		$	228,742

Current liabilities
Accounts payable	$	176,274		$	-		$	176,274
Accrued expenses		113,597			-			113,597
Accrued salaries, officer		76,943			-			76,943
Accrued salaries		126,557			-			126,557
Notes payable, related party		226,500			-			226,500
Notes payable, net of discount
of $132,818		197,182			-			197,182
Deferred income		3,750			-			3,750
Subscriptions payable, 15,000 shares		10,328			-			10,328
Total current liabilities		966,459			-			966,459

Stockholders’ (deficit)
Preferred stock		400			-			400
Common stock		12,504			-			12,504
Additional paid-in capital		52,857,988			2,709,840			55,567,828
Accumulated deficit		(53,608,609	)		(2,709,840	)		(56,318,449	)
Total stockholders’ (deficit)		(737,717	)		-			(737,717	)

	$	228,742		$	-		$	228,742

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Consolidated Statements of Operations as of December 31, 2008:

	Previously Reported			Net Change			Restated

Revenue	$	-		$	-		$	-
Cost of goods sold		-			-			-
		-			-			-

Expenses
General and administrative		254,948			-			254,948
Professional fees		2,043,153			2,426,202			4,469,355
Promotional and marketing		101,612			-			101,612
Salaries, officer		559,254			206,250			765,504
Salaries		695,200			9,000			704,200
Depreciation		8,553			-			8,553
Total expenses		3,662,720			2,641,452			6,304,172

Net operating (loss)		(3,662,720	)		(2,641,452	)		(6,304,172	)

Other income (expense)
Interest income		-			-			-
Interest expense		(45,374	)		-			(45,374	)
Financing costs		(704,259	)		(68,388	)		(772,647	)
Impairment of goodwill		(48,274,161	)		-			(48,274,161	)
Total other income (expense)		(49,023,794	)		(68,388	)		(49,092,182	)

Net loss	$	(52,686,514	)	$	(2,709,840	)	$	(55,396,354	)

Weighted average number of
common shares outstanding
- basic and fully diluted		6,601,141			-			6,601,141

Net (loss) per share - basic
and fully diluted	$	(7.98	)	$	(0.41	)	$	(8.39	)

Note 11 – Subsequent events

On February 5, 2009 the Company entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. In exchange for the testing services provided, the Company agreed to issue 2,500 shares of restricted common stock every ninety days over a one year period. The first installment of the shares was issued on April 1, 2009. The fair market value of the shares was $2,350 based on the closing price of the Company’s common stock on the date of issuance.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On April 1, 2009 the Company issued 15,000 shares for stock subscriptions sold as part of a convertible debenture on December 12, 2008. The shares were reported as subscriptions payable at March 31, 2009.

On April 1, 2009 the Company issued 140,000 shares for stock subscriptions sold on March 23, 2009. The shares were reported as subscriptions payable at March 31, 2009.

On April 2, 2009 the Company issued 5,000 shares of common stock as part of a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The fair market value of the shares was $6,250 based on the closing price of the Company’s common stock on the date of issuance.

On April 6, 2009 the Company granted 25,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a five year term.

On April 13, 2009 the Company issued 25,000 shares of common stock for legal services rendered. The fair market value of the shares was $25,250 based on the closing price of the Company’s common stock on the date of issuance.

On April 14, 2009 the Company issued 7,500 shares of common stock as part of a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The fair market value of the shares was $7,575 based on the closing price of the Company’s common stock on the date of issuance.

On April 20, 2009 the Company issued 5,000 shares for stock subscriptions sold as part of a convertible debenture on March 13, 2009. The shares were reported as subscriptions payable at March 31, 2009.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

o	our ability to diversify our operations;

o	our ability to successfully compete in the energy efficient industry;

o	inability to raise additional financing for working capital;

o	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

o	our ability to attract key personnel;

o	our ability to operate profitably;

o	deterioration in general or regional economic conditions;

o	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

o	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

o	inability to achieve future sales levels or other operating results;

o	the inability of management to effectively implement our strategies and business plans;

o	the unavailability of funds for capital expenditures; and

o	other risks and uncertainties detailed in this report.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Item 1A. Risk Factors in this document and in our Annual Report on Form 10-K for the year ended December 31, 2008.

AVAILABLE INFORMATION

We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.

Item 2. Management’s Discussion and Analysis and Plan of Operation

OVERVIEW

During the second quarter of 2007, we determined it in the best interest of our stockholders to elect a new board member and hire new management to assist us in establishing new methods of generating revenues. On May 16, 2007, we obtained majority consent of our stockholders and changed our name from XSInventory to Noble Innovations, Inc. in anticipation of changing our business plan.

In connection with the name change and the intention to pursue a new line of business, on May 16, 2007, we appointed James A. Cole to serve as our new Chief Executive Officer of the Company as well a member of the board of directors. As a result of these executive changes, our focus has shifted to pursuing energy efficient technology that is classified as “green” in nature.

OVERVIEW OF CURRENT OPERATIONS

Since transitioning our business focus to providing and distributing “green” products, the Company has focused on pursuing various energy efficient technologies and has begun associating ourselves with various associations and societies that emphasize innovative, energy efficient and environmentally sensitive products in the building community. During the fourth quarter of 2007, we showcased our first “green” product; the Viridian Truly Tankless water heater.

On June 18, 2008, we completed an acquisition and plan of merger with Noble Systems Incorporated (“Noble Systems”), a Delaware corporation. With the acquisition of Noble Systems, we acquired all the outstanding assets of Noble Systems, which consisted of testing machinery and miscellaneous small machine tools used in the development of the Viridian Tankless Water heaters as well as the intellectual property of a provisional patent granted for the water heater. Pursuant to the acquisition and plan of merger agreement, Noble Systems merged into Noble Innovations, Inc.

Recent Developments

On February 2, 2009, we issued a press release announcing that the Viridian Tankless Water Heater was displayed at the International Building Industry Show in Las Vegas.

On February 19, 2009, we issued a press release announcing that the Virdian Tankless Water Heater will be displayed at the Kitchen and Bath Industry Show in Atlanta.

On March 16, 2009, we issued a press release announcing that the Viridian Tankless Water Heater will be displayed at the Connect 2009 – PHCC Convention in New Orleans.

Result of Operations for the Three Months Ended March 31, 2009 and 2008

Our new business plan is still in the early stage of development and as a result we have not experienced any revenues or cost of goods related to this change in business operations.

OPERATING EXPENSES:

The following table summarizes selected items from the statement of operations at March 31, 2009 and March 31, 2008.

	Three Months Ended March 31,		Increase (Decrease)
	2009	2008	$	%
Expenses:
General and administrative	$79,903	$49,439	$30,464	62%
Professional fees	137,905	672,252	(534,347)	(79%)
Promotional and marketing	36,488	23,067	13,421	58%
Salaries, officer	54,300	87,300	(33,000)	(38%)
Salaries	59,950	400,050	(340,100)	(85%)
Depreciation	3,170	1,218	1,952	160%
Total expenses	371,715	1,233,326	(861,611)	(70%)

Net operating (loss)	(371,715)	(1,233,326)	(861,611)	(70%)

Other income (expense):
Interest expense	(53,618)	-	53,618	--
Financing costs	(6,138)	-	6,138	--
Total other income (expense)	(59,756)	-	59,756	--

Net (loss)	$(431,471)	$(1,233,326)	$(801,855)	(65%)

General and Administrative Expenses:

General and administrative expenses for the three months ended March 31, 2009 were $79,903, an increase of $30,464, or 62%, from $49,439 for the three months ended March 31, 2008. The primary increase in general and administrative expenses was due to the development of our tank-less water heater technology. As we progress toward launching our new tank-less water heater products we expect to incur higher general and administrative expenses as evidenced in the increases shown during the period ended in 2009.

Professional Fees

Professional fees for the three months ended March 31, 2009 were $137,905, a decrease of $534,347, or 79%, from $672,252 for the three months ended March 31, 2008. The decrease in professional fees was the result of fewer payments to professionals in common stock and common stock options. Professional fees during the three months ending March 31, 2008 were primarily made up of stock being issued to multiple consultants for services performed for the Company. As the Company’s stock price was traded at much higher levels in 2008 than 2009 the shares issued in 2008 carried a much greater value than in 2009 as accounted for under SFAS 123(R). We expect that we will continue to experience high professional fees as we continue to utilize consultants’ services.

Promotional and Marketing

Promotional and marketing expenses for the three months ended March 31, 2009 were $36,488, an increase of $13,421, or 58%, from $23,067 for the three months ended March 31, 2008. The increase in promotional and marketing was the result of enhanced efforts to disseminate information about our new product line, as well as, our Company financing activities.

Salaries, Officer

Our total officer salaries expenses for the three months ended March 31, 2009 decreased by 38% as compared to the same period of 2008. The decrease in officer salaries was due to stock based bonus awards during the three months ending March 31, 2008 that were not awarded in the same period in 2009.

Salaries

Salaries expenses for the three months ended March 31, 2009 were $59,950, a decrease of $340,100, or 85%, from $400,050 for the three months ended March 31, 2008. The decrease in salaries was due to stock based bonus awards during the three months ending March 31, 2008 that were not awarded in the same period in 2009.

Depreciation

Depreciation expenses for the three months ended March 31, 2009 were $3,170, an increase of $1,952, or 160%, from $1,218 for the three months ended March 31, 2008. Depreciation expenses increased as a result of additional assets being depreciated that were acquired in the acquisition of Noble Systems, Inc. on June 16, 2008, which were not on hand during the three months ending March 31, 2008.

Net Operating (Loss):

The net operating loss for the three months ended March 31, 2009 was $371,715 versus a net loss of $1,233,326 for the three months ended March 31, 2008, which was a decrease in net loss of $861,611 or 70%. The decrease in net operating loss was primarily a result of fewer stock based compensation issuances in the first three months of 2009 than in the same period in 2008.

Interest Expense

Interest expense for the three months ended March 31, 2009 were $53,618, as compared to $-0- for the same period in 2008. Our interest expense in 2009 was higher because of an increase in loans requiring interest payments and interest expense resulting from the beneficial conversion feature of convertible debt instruments.

Financing Costs

Financing costs for the three months ended March 31, 2009 were $6,138, as compared to $-0- for the same period in 2008. Our financing costs in the first quarter of 2009 were higher because of the issuance of common stock as part of convertible loan agreements that did not occur in the same period in 2008.

Net (Loss)

Our net loss for the three months ended March 31, 2009 was $431,471, a decrease of $801,855, or 65%, from $1,233,326 for the three months ended March 31, 2008. We continue to have a net loss and believe the loss will be reduced and profitability will be attained in the future as we bring our products to market.

Liquidity and Capital Resources

The following table summarizes total current assets, total current liabilities and working capital at March 31, 2009 compared to December 31, 2008.

	March 31, 2009	December 31, 2008	Increase / (Decrease)
	March 31, 2009	December 31, 2008	$	%

Current Assets	$ 41,218	$ 128,848	$(128,8480)	(68%)

Current Liabilities	$ 1,197,578	$ 966,459	$ 231,119	24%

Working Capital (Deficit)	$(1,156,360)	$(839,611)	$ (316,749)	(38%)

Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity we need by the revenues generated from the sales of our products.

As of March 31, 2009, we continue to use traditional and/or debt financing to provide the capital we need to run the business. In the future, we need to generate enough revenues from the sales of our products in order for us to not have to sell additional stock or obtain additional loans.

Our future capital requirements will depend on many factors, including the expansion of our business in the energy efficient products, established sales of these products, addition of new revenue sources, cost and availability of third-party financing for development, and the legal and administrative expenses. As we expand our activities in a new business plan, we may continue to experience net negative cash flows from operations.

During the second quarter of 2008 we issued 400,000 shares of 6% Series A Non-Convertible Preferred Stock to Mr. James Cole as payment of his accrued wages. The Preferred Stock carries a mandatory 12-month redemption clause in which the shares may be redeemed for cash at a rate of $0.60 per share. Additionally, the holder of the Preferred Stock will be entitled to a preferred dividend at a rate of 6% per annum, which will be cumulative and may be paid in cash or additional shares of Preferred Stock at a price equal to $0.38 per share.

During the third quarter of 2008, we conducted a private placement of our shares to accredited investors whereby we sold shares at a price of $2.00 per share and raised approximately $108,000. During the fourth quarter of 2008, we conducted a private placement of our shares to an accredited investor whereby we sold shares at a price of $0.60 per share and raised approximately $50,400.

Notes Payable

Further, our indebtedness is comprised of various secured and unsecured notes intended to provide capital for the ongoing manufacturing of our tankless water heaters. As of December 31, 2008 we had one unsecured note due on demand to a related party for $226,500. Additionally, we executed three unsecured promissory notes in August for a total of $200,000 that carry a 10% interest rate. These notes all mature in August of 2009. In accordance with the terms of default, if the note has not been repaid, we have agreed to issue on the date of maturity restricted shares of our common stock at a price equal to the lesser of 70% of the volume weighted average price of the 30 day average closing price per share as quoted by Bloomberg LP or equivalent quotation system as satisfaction for the note.

We also executed two secured convertible notes in December 2008. The first convertible note is for $30,000 and carries a 12% interest rate. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to 50% of the volume weighted average price of the Company’s common stock 10 days prior to conversion. The note is secured by our fixed assets and 60,000 shares of our common stock, which is to be issued upon an event of default. The second convertible note is for $100,000 and carries an 8% interest rate. The principal is convertible into shares of our common stock at the discretion of the note holder at a price equal to the lesser of 70% of the volume weighted average price of the Company’s common stock 10 days prior to conversion or $0.75 per share. The note is secured by our fixed assets and 200,000 shares of our common stock, which is to be issued upon an event of default.

We believe the capital raised will be sufficient to fund our short term capital and liquidity needs. However, it is anticipated that we will need to sell additional equity, debt securities, obtain credit facilities from financial institutions or generate significant earnings from our operations to meet our long-term liquidity and capital requirements.

We anticipate we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. To address these risks, we must, among other things, develop products in our new line of business, eventually obtain a customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Satisfaction of our cash obligations for the next 12 months.

During the last year, we capitalized our company with loans from officers and related parties, which had been used for operational expenses in addition to executing promissory notes and convertible notes.

Prior to changing our business line in the second quarter of 2007, the Company had originally received its initial capitalization through the sale of our common stock registered under an SB-2 registration in the amount of $98,000. We utilized those funds for our corporate organization, payment of audit fees, inventory purchases, general and administrative expenses, and payment of employee salaries.

As of March 31, 2009, our cash balance was $3,591, which will not be enough to pursue our energy efficient product line of business. With the intention to pursue a line of business focused on energy efficient products during the next twelve months we plan to seek financing opportunities. We plan to seek additional funding for operations through equity and/or debt or other means that may become available to us. If we are not able to receive any additional funds, we cannot continue our proposed business operations.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon attaining profitable operations based on the development of products that can be sold. We intend to use borrowings and security sales to mitigate the effects of our cash position, however, no assurance can be given that debt or equity financing, if and when required, will be available. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities should we be unable to continue in existence.

Summary of product and research and development that we will perform for the term of our plan.

We anticipate contracting with outside engineering firms to provide the necessary research and development for our new line of business in energy efficient products as needed. However, at this point in time, we are unable to estimate how much those costs may be.

Expected purchase or sale of plant and significant equipment.

As we engage in our proposed line of business of energy efficient products, we will need to purchase and install assembly fixtures and equipment over the next twelve months. We anticipate we will need benches, fixtures, hand tools, and other material handling equipment; however, the exact amount is unknown at this point in time. However, we did acquire some equipment related to the production of the Viridian Tankless Water Heaters as a result of the Merger with Noble Systems during the second quarter of 2008.

Significant changes in the number of employees.

We currently employ 3 employees. We do not anticipate hiring employees over the next 12 months. We intend to use the services of consultants to perform various professional services. We believe that this use of third-party service providers may enhance our ability to contain general and administrative expenses.

Consultants

On January 16, 2009, we entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The agreement may be terminated by either party for any reason. In exchange for the testing services provided, we agreed to issue 7,500 shares of restricted common stock every ninety days over a one year period. The first installment of the shares is scheduled to be issued on April 16, 2009. No shares have been issued as of March 31, 2009.

On January 31, 2009, we entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The agreement may be terminated by either party for any reason. In exchange for the testing services provided, we agreed to issue 6,250 shares of restricted common stock every ninety days over a two year period. The first installment of the shares is scheduled to be issued on April 31, 2009. No shares have been issued as of March 31, 2009.

On February 5, 2009, we entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. In exchange for the testing services provided, we agreed to issue 2,500 shares of restricted common stock every ninety days over a one year period. The first installment of the shares was to be issued on March 20, 2009, but wasn’t issued until April 1, 2009.

On February 10, 2009, we entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The agreement may be terminated by either party for any reason. In exchange for the testing services provided, we agreed to issue 10,000 shares of restricted common stock every ninety days over a two year period. The first installment of the shares is scheduled to be issued on May 10, 2009. No shares have been issued as of March 31, 2009.

On February 16, 2009, we entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The agreement may be terminated by either party for any reason. In exchange for the testing services provided, we agreed to issue 5,000 shares of restricted common stock every ninety days over a two year period. The first installment of the shares is scheduled to be issued on May 16, 2009. No shares have been issued as of March 31, 2009.

On February 19, 2009, we entered into a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The agreement may be terminated by either party for any reason. In exchange for the testing services provided, the Company agreed to issue 5,000 shares of restricted common stock every ninety days over a one and a half (1 ½) year period. The first installment of the shares is scheduled to be issued on May 19, 2009. No shares have been issued as of March 31, 2009.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results or operations, liquidity, capital expenditures or capital resources that is deemed material.

Critical Accounting Policies

Stock-based compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company adopted SFAS No. 123 (R) during the fourth quarter of 2005. Stock and stock options issued for services and compensation totaled $3,544,947 and $108,750 for the years ended December 31, 2008 and 2007, respectively.

Recently Issued Accounting Standards

During May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“FAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation and presentation of financial statements in accordance with generally accepted accounting principles. This statement will be effective 60 days after the Securities and Exchange Commission approves the Public Company Accounting Oversight Board’s amendments to AU Section 411, The Meaning of ‘Present Fairly in Conformity With Generally Accepted Accounting Principles’. The Company does not anticipate that the adoption of FAS 162 will have an effect on its consolidated financial statements.

During March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“FAS 161”). This new standard requires enhanced disclosures for derivative instruments, including those used in hedging activities. It is effective for fiscal years and interim periods beginning after November 15, 2008, and will be applicable to the Company in the first quarter of fiscal 2009. The Company is currently evaluating the impact, if any, the adoption of FAS 161 will have on its consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

This item is not applicable as we are considered a smaller reporting company.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Principal Financial Officer, Mr. James Cole, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on the evaluation, Mr. Cole concluded that our disclosure controls and procedures are not effective in timely alerting him to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our principal financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:

·	The Company does not have an independent board of directors or audit committee or adequate segregation of duties;

·	All of our financial reporting is carried out by our financial consultant;

·	We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.

We plan to rectify these weaknesses by implementing an independent board of directors and hiring of additional accounting personnel once we have additional resources to do so.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A. Risk Factors

Risks Relating to an Investment in Noble

We have no operating history in the energy efficient industry and there can be no assurance that we will be successful in this industry.

Our proposed operations are subject to all of the risks inherent in the establishment of a new business, including insufficient capital, unforeseen problems, and expenses and complications encountered with the early phases of operations in a business. Moreover, our lack of an operating history in the energy efficient industry makes it impossible to predict whether or not we will operate profitably in the industry. While we have brought on management that is familiar with this industry, there can be no assurances that we will be able to locate, hire and retain the necessary personnel to initiate, manage and operate this line of business, develop and implement necessary systems, obtain contracts and obtain financing as contemplated in our business strategy.

We anticipate that our “green” products will be sold to new residential and commercial construction companies so our operations could be adversely affected by a decline in residential and commercial construction.

We anticipate that our products and specifically that of the tankless water heater will be marketed and sold to new residential and commercial construction companies. The strength of residential and commercial construction depends on new housing starts and business investment, which are a function of many factors beyond our control, including interest rates, employment levels, availability of credit and consumer confidence. Downturns in these markets could result in lower revenues and lower profitability. New housing starts declined in 2006, which have continued through 2008 and the pace may continue at lower levels than previously expected and decline further.

During the quarter ended June 30, 2008 we executed an acquisition and plan of merger agreement. The acquired company and Noble Innovations has not operated as a combined entity and are not fully integrated. Additionally, we may acquire other companies in the future, which we may not be able to integrate them successfully.

On June 18, 2008, we executed an acquisition and plan of merger agreement with Noble Systems Incorporated. We may in the future also look to acquire additional companies that are consistent with our business plan of energy efficient products. Each acquisition is subject to customary closing conditions; including the completion of due diligence reasonably satisfactory to us, the negotiation and execution of a definitive agreement, required regulatory approvals, and the acquired company providing audited financial statements as required by SEC rules and regulations. We may not be able to complete these acquisitions if we are not satisfied with our due diligence investigation, if we are unable to negotiate definitive agreements, if we cannot obtain the required regulatory approvals, or if the companies to be acquired cannot provided the required audited financial statements.

Further, even if we are able to successfully complete any proposed acquisitions, the company to be acquired will have been operated as separate independent entity and we may not be able to integrate the operations of that business successfully or institute the necessary systems and procedures, including accounting and financial reporting systems, to manage the combined enterprise on a profitable basis. Our management may not be able to manage the combined entity effectively or to successfully implement our operating strategies. Any inability to integrate Noble Systems Incorporated or any other future entities successfully would have a material adverse effect on our business, financial condition and results of operations.

Our auditor’s report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have suffered losses from operations during our operating history and our ability to continue as a going concern is dependent upon obtaining future profitable operations. Although management believes that the proceeds from the sale of securities, together with funds from operations, will be sufficient to cover short-term anticipated cash requirements, we may be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.

We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.

We believe that current cash on hand and the other sources of liquidity will not be sufficient enough to fund our anticipated expansion of operations through fiscal 2008. We anticipate that we will require up to approximately $5,000,000 to fund our anticipated expansion of operations in energy efficient “green” products over the next twelve months. Additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy.

Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.

An inability to access capital readily or on terms favorable to us could impair our ability to fund operations and could jeopardize our financial condition.

Access to funds is essential to our anticipated energy efficient products business. In the future we may need to incur debt or issue equity in order to fund our working capital requirements, as well as to make acquisitions and other investments. Our access to funding sources could be hindered by many factors.

The markets for our “green” products are highly competitive and revenues could decline if we are unable to respond to competition.

We anticipate that our products will compete in highly competitive markets and will compete based on product design, quality of products and services, product performance, maintenance costs, and overall price. We will compete with manufacturers and distributors located in the United States and throughout the world. Some of our competitors have greater financial, marketing, manufacturing, and distribution resources than we do. We cannot assure that our products and services will compete successfully with those of our competitors or that we will be able to acquire a strong customer base to establish profit margins. These risks could materially and adversely affect our financial condition, results of operations, and cash flows.

Results of operations could be impacted by product liability lawsuits and claims.

Through the distribution of the tankless water heaters, we anticipate that these products could expose us to potential product liability risks that are inherent in the design, manufacture, and sale of the products. Currently, we do not maintain product liability insurance but intend to pursue policies regarding this. However, we cannot assure you that we will be able to locate and maintain a policy with acceptable terms or that the insurance policy will provide adequate protection against potential liabilities. In the event of successful claims against us, this could materially and adversely affect our reputation and our financial condition, results of operations and cash flows.

Risks Relating To Our Common Stock

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As of the date of this filing, we have one late filing reported by FINRA.

By issuing preferred stock, we may be able to delay, defer or prevent a change in control.

Our board of directors approved the issuance of 400,000 shares of 6% Series A Preferred Stock to our CEO, Mr. James Cole, which hold the same voting rights as those of our common stock. As a result of these shares having voting rights, Mr. Cole controls a majority of the voting shares of stock and may have an effect of delaying, deferring or preventing a change in control, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and voting and other rights of the holders of our common stock.

The outstanding shares of our Series A Preferred Stock are controlled by Mr. Cole thereby allowing Mr. Cole to have a majority ownership over our outstanding voting shares and the ability to control our management and the outcome of corporate actions requiring stockholder approval notwithstanding the overall opposition of our other stockholders.

As a consequence of Mr. Cole controlling the majority voting position, acting alone he will be able to authorize the issuance of securities that may dilute and otherwise adversely affect the rights of purchasers of stock in the offering, including additional preferred stock. Mr. Cole will retain the ability to elect a majority of our board of directors and thereby control our management. Mr. Cole will also have the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions and other extraordinary transactions. Additionally, he may authorize the issuance of these securities to anyone he wishes, including himself and his affiliates. This concentration of ownership by these individuals could discourage investments in our company, or prevent a potential takeover of our company which may have a negative impact on the value of our securities.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Noble Innovations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Noble Innovations are being made only in accordance with authorizations of management and directors of Noble Innovations, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Noble Innovations’ assets that could have a material effect on the financial statements.

We have one individual, our president and chief executive officer, performing the functions of all officers and directors. This individual is responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 6, 2009, we granted 25,000 options to a consultant pursuant to a consulting agreement, exercisable at $1.00 per share over a five year term. We believe the grant of the options will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The options are to be issued directly by us and do not involve a public offering or general solicitation. The recipient of the options was afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make his investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient had such knowledge and experience in the Company’s financial and business matters that he was capable of evaluating the merits and risks of his investment.

On February 4, 2009, we issued 10,000 shares of common stock to L. Fred Huggins, the Company’s former Vice President of Sales and Marketing, as payment in lieu of cash on accrued salaries. The 10,000 shares were registered in a Registration Statement on Form S-8 filed on September 22, 2008.

On March 9, 2009, we issued 25,000 shares of common stock to Ivan Mlachak as a retainer for legal services. The 25,000 shares were registered in a Registration Statement on Form S-8 filed on September 22, 2008.

On April 3, 2009, we issued 2,500 shares of commons stock to Rod W. Luker pursuant to a consulting agreement relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. In exchange for the testing services provided, we agreed to issue 2,500 shares of restricted common stock every ninety days over a one year period. We believe the issuance of the shares will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares are to be issued directly by us and do not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

On April 3, 2009, we issued 2,500 shares of common stock to Cory A. Pace pursuant to a consulting agreement relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. In exchange for the testing services provided, we agreed to issue 2,500 shares of restricted common stock every ninety days over a one year period. We believe the issuance of the shares will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares are to be issued directly by us and do not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

On March 12, 2009, we received proceeds of $25,000 in exchange for the sale of 5,000 shares of the Company’s common stock and a secured convertible note, which carries a 10% interest rate, maturing on March 11, 2010. The principal and accrued interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of seventy percent (70%) of the volume weighted average price of our common stock for the ten (10) trading days prior to the conversion or $0.10 per share. The 5,000 shares were issued on April 3, 2009. We believe the issuance of the shares will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares are to be issued directly by us and do not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

On March 13, 2009, we received proceeds of $25,000 in exchange for the sale of 5,000 shares of our common stock and a secured convertible note, which carries a 10% interest rate, maturing on March 12, 2010. The principal and accrued interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the volume weighted average price of our common stock for the ten (10) trading days prior to the conversion or $0.10 per share. The 5,000 shares were issued on April 3, 2009. We believe the issuance of the shares will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares are to be issued directly by us and do not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

On March 23, 2009, we sold 140,000 shares of common stock at $0.50 per share to an accredited investor in exchange for total proceeds of $70,000, all of which was paid in cash. The 140,000 shares were issued on April 3, 2009. We believe the issuance of the shares will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares are to be issued directly by us and do not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

Subsequent Issuances

April 3, 2009, we issued 15,000 shares of common stock to Michael H. and Sarah M. Fouts for stock subscriptions sold as part of a convertible debenture on December 12, 2008. On April 1, 2009 the Company issued 15,000 shares for stock subscriptions sold as part of a convertible debenture on December 12, 2008. The shares were reported as subscriptions payable at March 31, 2009.

On April 13, 2009, we issued 25,000 shares of common stock to Walker & Peskind PLLC for legal services rendered. We believe the issuance of the shares will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares are to be issued directly by us and do not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

On April 14, 2009, we issued 7,500 shares of common stock to Ronald Barney as part of a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. On April 14, 2009 the Company issued 7,500 shares of common stock as part of a consulting agreement with an individual relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The fair market value of the shares was $7,575 based on the closing price of the Company’s common stock on the date of issuance.

On April 20, 2009, we issued 5,000 shares of common stock to Kalyor E. Shemberger for stock subscriptions sold as part of a convertible debenture on March 13, 2009. On April 20, 2009 the Company issued 5,000 shares for stock subscriptions sold as part of a convertible debenture on March 13, 2009. The shares were reported as subscriptions payable at March 31, 2009.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the quarter ended September 30, 2008.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

We did not submit any matters to a vote of our security holders during the quarter ended March 31, 2009.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit number	Exhibit description	Filed herewith	Form	Period ending	Exhibit	Filing date
2.1	Acquisition and Plan of Merger between Noble Innovations, Inc. and Noble Systems Incorporated		8-K		2-1	06/25/08
3(i)(a)	Articles of Incorporation of XSInventory		SB-2		3(i)(a)	8/27/04
3(i)(b)	Articles of Incorporation of Creative Excess		SB-2		3(i)(b)	8/27/04
3(i)(c)	Articles of Incorporation of Noble Innovations		10-Q	3/31/08	3(i)(c)	6/04/08
3(i)(d)	Certificate of Change		10-Q	3/31/08	3(i)(d)	6/04/08
3(i)(e)	Amendment to Articles of Incorporation		8-K		3(i)(e)	6/25/08
3(i)(f)	Amendment to Articles of Incorporation of		8-K		3(i)(f)	6/25/08
3(ii)(a)	Bylaws of the XSInventory		SB-2		3(ii)(a)	8/27/04
3(ii)(b)	Bylaws of Creative Excess		SB-2		3(ii)(b)	8/27/04
4	Stock Certificate Specimen		SB-2		4(c)	8/27/04
4.2	Certificate of Designation of Series A Preferred Stock		8-K		4	6/25/08
10.1	Restated Lock Up Agreement		SB-2		10.1	8/27/04
10.2	Office Lease		SB-2		10.2	8/27/04
10.3	Renewal Addendum to Office Lease 2005		SB-2		10.3	8/27/04
10.4	User Agreement		SB-2		10.4	8/27/04
10.5	Agent for the Issuer Letter Agreement		SB-2		10.5	8/27/04
10.6	Subscription Agreement		SB-2		10.6	8/27/04
10.7	Termination and Retirement Agreement with Michael Evangelista		8-K		10.7	5/23/07
10.8	Employment Agreement with James Cole		8-K		10.8	5/23/07
10.9	Employment Agreement with Fred Huggins		8-K		10.9	6/27/07
31	Certification pursuant to Section 302 of the Sarbanes-Oxley Act	X
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act	X
99.1	Press Release – Announcing the Selection of Executive Advisory Board Member Michael Fouts		10-Q	9/30/08	99.1	11/14/08
99.2	Press Release – Announcing Exhibit at ISH-North America Trade Show		10-Q	9/30/08	99.2	11/14/08
99.3	Press Release – Announcing Partnership with Zoppas Industries for its Heating Element Technology		10-Q	9/30/08	99.3	11/14/08
99.4	Press Release Announcing Viridian Tankless Water Heater as top product for 2008 by leading building industry magazine		10-K	12/31/08	99.1	4/15/09
99.5	Press Release Announcing Brody Hanssen to the Executive Advisory Board		10-K	12/31/08	99.2	4/15/09

Exhibit number	Exhibit description	Filed herewith	Form	Period ending	Exhibit	Filing date
99.6	Press Release Announcing Viridian Tankless Water Heater displayed at International Building Industry Show		10-K	12/31/08	99.3	4/15/09
99.7	Press Release Announcing Viridian Tankless Water Heater displaying at Kitchen and Bath Industry Show		10-K	12/31/08	99.4	4/15/09
99.8	Press Release Announcing Viridian Tankless Water Heater displaying at Connection 2009 PHCC Convention		10-K	12/31/08	99.5	4/15/09

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.

NOBLE INNOVATIONS, INC.

(Registrant)

By: /S/ James A. Cole

James A. Cole, President &

Chief Executive Officer (On behalf of

the registrant and as principal accounting

officer)

Date: May 22, 2009

Noble Innovations Inc 10-Q