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 September 30, 2009

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

Commission file number 000-53433

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 November 16, 2009, was 15,713,558 shares.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

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

	September 30,			December 31,
	2009			2008
Assets	(Unaudited)			(Restated)

Current assets:
Cash	$	8,182		$	71,660
Inventory		38,443			55,188
Total current assets		46,625			126,848

Equipment, net		55,028			64,344

Other Assets:
Deposits		-			37,550

Total assets	$	101,653		$	228,742

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Accounts payable	$	493,338		$	364,962
Accrued expenses		137,270			113,597
Accrued salaries, officer		208,094			76,943
Accrued salaries		192,940			126,557
Notes payable, related party		196,500			226,500
Notes payable, net of discount of $43,861 and $132,818 at
September 30, 2009 and December 31, 2008, respectively		200,489			197,182
Deferred Income		39,078			39,078
Total current liabilities		1,467,709			1,144,819

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 400,000 shares issued and outstanding		400			400
Common stock, $0.001 par value, 50,000,000 shares authorized
14,484,224 and 12,504,340 shares issued and outstanding
as of September 30, 2009 and December 31, 2008, respectively		14,485			12,504
Additional paid-in capital		56,383,725			55,567,828
Subscriptions payable, 589,334 and 15,000 shares at
September 30, 2009 and December 31, 2008, respectively		103,400			10,328
(Deficit) accumulated during development stage		(57,868,066	)		(56,507,137	)
Total stockholders' equity (deficit)		(1,366,056	)		(916,077	)

Total liabilities and stockholders' equity (deficit)	$	101,653		$	228,742

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

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

	For the three months ending						For the nine months ending						September 27, 2002
	September 30,						September 30,						(Inception) to
	2009			2008			2009			2008			September 30, 2009
				(Restated)						(Restated)			(Restated)

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

Expenses:
General and administrative		80,927			48,879			193,418			150,831			584,074
Professional fees		149,517			1,863,471			492,907			2,694,561			5,430,222
Promotional and marketing		31,073			37,228			106,957			86,563			288,575
Salaries, officer		59,300			49,800			167,900			359,454			1,139,654
Salaries		31,750			125,815			123,450			593,915			1,052,380
Depreciation		3,105			3,041			9,316			5,512			17,869
Total expenses		355,672			2,128,234			1,093,948			3,890,836			8,512,774

Net operating (loss)		(355,672	)		(2,128,234	)		(1,093,948	)		(3,890,836	)		(8,508,906	)

Other income (expense):
Interest income		-			-			-			-			3
Interest expense		(54,059	)		(2,822	)		(172,658	)		(2,822	)		(218,032	)
Financing costs		(39,077	)		(1,536,131	)		(94,323	)		(2,211,881	)		(866,970	)
Impairment of goodwill		-			-			-			-			(48,274,161	)
Total other income (expense)		(93,136	)		(1,538,953	)		(266,981	)		(2,214,703	)		(49,359,160	)

Net (loss)	$	(448,808	)	$	(3,667,187	)	$	(1,360,929	)	$	(6,105,539	)	$	(57,868,066	)

Weighted average number of common shares
outstanding - basic and fully diluted		13,783,918			11,904,502			13,049,249			4,693,359

Net (loss) per share - basic & fully diluted	$	(0.03	)	$	(0.31	)	$	(0.10	)	$	(1.30	)

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	Subscriptions	Development	Stockholders'
	Shares	Amount	Shares	Amount	Capital	Payable	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)

Noble Innovations, Inc.
(Development Stage Company) Statement of Changes in Stockholders’ Equity (Deficit) [CONTINUED]

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

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)

Prior period adjustment (See Note 10)							(379,835)	(379,835)

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

Balance, December 31, 2007	-	-	250,500	251	349,656	-	(1,301,930)	(952,023)
(as restated)

Noble Innovations, Inc.
(Development Stage Company) Statement of Changes in Stockholders’ Equity (Deficit) [CONTINUED]

Shares issued for cash	-	-	172,800	173	485,922	10,328		496,423

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)							(2,518,693)	(2,518,693)

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	$ 10,328	$(56,507,137)	$ (916,077)

Shares issued for cash	-	-	190,344	190	175,310	93,072		268,572

Shares issued for
services provided	-	-	833,020	835	237,338	-		238,173

Options granted for services
provided, related party	-	-	-	-	126,630	-		126,630

Beneficial conversion feature	-	-	-	-	57,055	-		57,055

Shares issued for conversion of debt	-	-	956,520	956	219,564	-		220,520

Net loss for the period							(1,360,929)	(1,360,929)

Balance, September 30, 2009 (Unaudited)	400,000	$ 400	14,484,224	$14,485	$56,383,725	$ 103,400	$(57,868,066)	$(1,366,056)

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

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

	For the nine months ended						September 27, 2002
	September 30,						(Inception) to
	2009			2008			September 30, 2009
				(Restated)			(Restated)
Cash flows from operating activities
Net (loss)	$	(1,360,929	)	$	(6,105,539	)	$	(57,868,066	)
Adjustments to reconcile net (loss) to
net cash used in operating activities:
Depreciation		9,316			5,512			17,869
Convertible note issued for services		50,000			-			50,000
Shares issued for services, related party		-			4,256,934			2,363,886
Shares issued for services		238,173			903,800			1,700,640
Shares issued for financing costs		-			65,000			772,647
Amortization of beneficial conversion feature		146,012			-			183,007
Options granted for services		126,630			210,162			1,919,676
Impairment of goodwill		-			-			48,274,161
Decrease (increase) in assets:
Inventory		16,745			(50,640	)		(38,443	)
Other assets		37,550			(23,249	)		-
Increase (decrease) in liabilities:
Accounts payable		128,376			(54,029	)		493,338
Accrued expenses		44,193			86,104			157,790
Accrued salaries, officer		131,151			(70,357	)		159,982
Accrued salaries		66,383			99,225			241,052
Deferred income		-			20,650			39,078
Net cash used in operating activities		(366,400	)		(656,427	)		(1,533,383	)

Cash flows from investing activities
Purchase of equipment		-			(4,625	)		(38,725	)
Net cash used in investing		-			(4,625	)		(38,725	)

Cash flows from financing activities
Proceeds from demand notes, related party		5,000			499,000			704,527
Payments on demand notes, related party		(35,000	)		(287,343	)		(322,343	)
Proceeds from notes payable		70,000			200,000			400,000
Payments on notes payable		(5,650	)		-			(5,650	)
Proceeds from the sale of common stock		268,572			243,500			799,629
Repurchase of common stock		-			-			(2,500	)
Donated capital		-			-			6,500
Net cash provided by financing activities		302,922			655,157			1,580,163

Net increase (decrease) in cash		(63,478	)		(5,895	)		8,055
Cash - beginning		71,660			6,165			-
Cash acquired in merger		-			127			127
Cash - ending	$	8,182		$	397		$	8,182

Supplemental disclosures:
Interest paid	$	2,600		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash investing and financing activities:
Stock issued for note payable conversion	$	220,521		$	-		$	337,521
Stock issued for financing costs	$	-		$	-		$	702,834
Stock issued for merger	$	-		$	48,377,235		$	48,377,144
Beneficial conversion feature	$	57,055		$	-		$	48,994
Shares issued for stock payable	$	10,328		$	-		$	10,328

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 condensed 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. It is suggested that these interim condensed financial statements 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.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental accounting principles generally accepted in the United States (“GAAP”) recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC as of July 1, 2009. The ASC does not change GAAP and did not have an effect on the Company’s financial position, results of operations or cash flows.

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 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.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Note 3 – 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 which will be amortized over the three year term of the agreement. 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 $108,600 and $63,500 as executive compensation during the three month periods ended September 30, 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 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 as a financing cost 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.

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.

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, based on a volatility rate of 210% and a call option value of $6.7252, was $1,681,292.

On September 18, 2008 the Company issued 250,000 free trading S-8 shares, valued at $1,375,000 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.

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, based on a volatility rate of 217% and a call option value of $4.4701, 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 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 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.

On January 1, 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.

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 debt is non-interest bearing and due on demand. Imputed interest was deemed immaterial and management hasn’t recorded it as such. During the nine months ending September 30, 2009 the Company repaid $35,000, and received an additional $5,000 on unsecured, non-interest bearing debt from significant shareholders, resulting in a balance of $196,500 as of September 30, 2009. A portion of these debts are disputed, however the full potential liability has been recorded.

The Company has also incurred expenses for consulting services provided from significant shareholders. As of September 30, 2009 the invoices total $68,638 and remain unpaid as presented in accounts payable. A portion of these unpaid invoices are disputed, however the full potential liability has been recorded.

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. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 282% and a call option value of $1.9643, was $49,108.

On May 15, 2009 the Company granted 75,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a two year term. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 295% and a call option value of $0.4480, was $33,598.

On September 30, 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 411% and a call option value of $0.2994, was $7,485.

On September 30, 2009 the Company granted 75,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a two year term. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 411% and a call option value of $0.2791, was $20,932.

The Company has unpaid expense reimbursements due to its CEO included in accounts payable. As of September 30, 2009 the unpaid expense reports total $2,502.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Note 4 – Notes payable, related parties

Notes payable, related party consists of the following at September 30, 2009 and December 31, 2008, respectively:

		September 30,	December 31,
	2009		2008
Related party - unsecured debt, due on demand for operating expenses advanced from significant shareholders. The debt is non-interest bearing. The lender demanded payment on August 3, 2009 and the debt is yet unpaid.	$ 196,500		$ 226,500
Less: current portion	196,500		226,500
Long-term debt, less current portion	$ -		$ -

Note 5 – Notes payable

Notes payable consists of the following at September 30, 2009 and December 31, 2008, respectively:

	September 30,	December 31,
	2009	2008
Unsecured, interest free promissory note, maturing on December 3, 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 average price of the Company’s common stock for the thirty (30) days prior to the maturity date or $0.10 per share, whichever is greater.	$ 10,000	$ -

Unsecured, interest free promissory note, maturing on December 3, 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 average price of the Company’s common stock for the thirty (30) days prior to the maturity date or $0.10 per share, whichever is greater.	10,000	-

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

	September 30,	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 average price of the Company’s common stock for the thirty (30) days prior to the maturity date or $0.10 per share. The principal and accrued interest in the amount of $110,164 was converted into 478,260 shares on August 12, 2009.	-	100,000

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 average price of the Company’s common stock for the thirty (30) 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 principal and accrued interest in the amount of $55,178 was converted into 239,130 shares on August 12, 2009.	-	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 average price of the Company’s common stock for the thirty (30) 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 principal and accrued interest in the amount of $55,178 was converted into 239,130 shares on August 12, 2009.	-	50,000

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

	September 30,	December 31,
	2009	2008

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 were due on the 15th day of each month. An additional 15,000 shares of the Company’s common stock was issued as part of the agreement.	24,350	30,000

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

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

	September 30,	December 31,
	2009	2008

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	-

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	244,350	330,000
Less: discount on beneficial conversion feature	43,861	132,818
Less: current portion	200,489	197,182
Long-term debt, less current portion	$ -	$ -

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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 $200,000 between the value attributed to the debt of $161,966 and the value attributed to the common stock issued of $38,034.

In addition, 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 ($43,861) as of September 30, 2009. The discount is amortized from the date of issuance until the stated redemption date of the debt, which is less than a one year period.

According to the terms of the Convertible Promissory Notes, the estimated number of shares that would be received upon conversion was 1,099,279 shares at September 30, 2009.

During the nine months ending September 30, 2009 and 2008, the Company recorded financial expenses in the amount of $146,012 and $-0-, respectively, attributed to the amortization of the aforementioned debt discount.

As of September 30, 2009, 956,520 shares were issued pursuant to debt conversion in exchange for a total of $220,520 principal and accrued interest.

Note 6 – Commitments and contingencies

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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 4, 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 outcome will have a material impact on the financial statements, and the accrued compensation is not materially misstated.

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.

On July 31, 2008, the Company entered into a three year agreement to lease 6,402 square feet of warehouse space to be used for production purposes. The lease commenced on October 1, 2008. Pursuant to the agreement, the Company agreed to pay monthly payments of $4,740 for the first twelve months with annual increases thereafter. On September 12, 2008 the Company paid a $15,000 security deposit. The Company failed to make the monthly payments in accordance with the terms of the lease and the leaseholder applied the deposit to the unpaid rents and filed suit on July 23, 2009. The unpaid lease payments have been included in accounts payable, and we don’t believe the outcome will have a material impact on the financial statements.

On October 16, 2009, Cellinium Group, LLC filed a civil lawsuit in the state of Arizona against the Company alleging breach of contract and refusal to pay certain debts. If we are unsuccessful in our defense of the lawsuit we don’t believe the outcome will have a material impact on the financial statements. As discussed in Note 3, all unpaid Cellinium debts are included in notes payable and accounts payable as of September 30, 2009.

We lease our operating facility in Tempe, Arizona under a month to month operating sublease from one of the Company’s major vendors. The lease provides for monthly lease payments of $4,100.

Note 7 – 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.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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.

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.

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.

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.

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.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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.

On April 17, 2008 the Company issued 3,900 shares valued at $117,000 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.

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.

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.

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.

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

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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 for consulting services.

On September 18, 2008 the Company issued 30,000 free trading S-8 shares, valued at $165,000 for legal services performed.

On September 18, 2008 the Company issued 250,000 free trading S-8 shares, valued at $1,375,000 for consulting services to significant shareholders.

On September 18, 2008 the Company issued 10,000 free trading S-8 shares, valued at $55,000 for consulting services.

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.

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 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 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.

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.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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, which was expensed when granted. The shares were issued on April 3, 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.

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 issued on May 26, 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 $4,211 was recorded during the six months ending June 30, 2009, and the unamortized balance of the beneficial conversion feature was $9,726 at June 30, 2009. In addition, the 5,000 shares of common stock were valued at $3,223 and were recorded as finance expense.

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 issued on April 20, 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 $4,081 was recorded during the six months ending June 30, 2009, and the unamortized balance of the beneficial conversion feature was $9,548, 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 3, 2009.

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.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On April 1, 2009 the Company issued 140,000 shares for stock subscriptions sold on March 23, 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 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 January 16, 2009 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.

On April 30, 2009 the Company issued 6,250 shares of restricted common stock as part of a January 31, 2009 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 $5,313 based on the closing price of the Company’s common stock on the date of issuance.

On May 6, 2009 the Company sold 20,000 shares at $0.50 per share to an accredited investor in exchange for proceeds of $10,000.

On May 10, 2009 the Company issued 10,000 shares of restricted common stock as part of a February 10, 2009 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 $7,500 based on the closing price of the Company’s common stock on the date of issuance.

On May 15, 2009 the Company sold 100,000 shares at $0.50 per share to an accredited investor in exchange for proceeds of $50,000.

On May 16, 2009 the Company issued 5,000 shares of restricted common stock as part of a February 16, 2009 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 $2,750 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 May 19, 2009 the Company issued 5,000 shares of restricted common stock as part of a February 19, 2009 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 $2,500 based on the closing price of the Company’s common stock on the date of issuance.

On May 26, 2009 the Company issued 2,500 shares of restricted common stock as part of a February 5, 2009 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 $1,500 based on the closing price of the Company’s common stock on the date of issuance.

On May 26, 2009 the Company issued 2,500 shares of restricted common stock as part of another February 5, 2009 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 $1,500 based on the closing price of the Company’s common stock on the date of issuance.

On May 26, 2009 the Company issued 5,000 shares for stock subscriptions sold as part of a convertible debenture on March 12, 2009.

On June 1, 2009 the Company sold 10,194 shares at $0.74 per share to an accredited investor in exchange for proceeds of $5,097.

On June 1, 2009 the Company sold 10,150 shares at $0.50 per share to an accredited investor in exchange for proceeds of $5,075.

On June 5, 2009 the Company sold 20,000 shares at $0.50 per share to an accredited investor in exchange for proceeds of $10,000.

On June 10, 2009 the Company sold 30,000 shares at $0.50 per share to an accredited investor in exchange for proceeds of $15,000.

On June 26, 2009 the Company issued 5,000 shares of restricted common stock as part of another March 6, 2009 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 $1,700 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 June 26, 2009 the Company issued 2,500 shares of restricted common stock as part of another March 11, 2009 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 $850 based on the closing price of the Company’s common stock on the date of issuance.

On June 26, 2009 the Company issued 2,000 shares of restricted common stock as part of another March 11, 2009 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 $680 based on the closing price of the Company’s common stock on the date of issuance.

On June 26, 2009 the Company issued 2,500 shares of restricted common stock as part of another March 12, 2009 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 $850 based on the closing price of the Company’s common stock on the date of issuance.

On June 26, 2009 the Company issued 5,000 shares of restricted common stock as part of another October 13, 2008 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 $1,700 based on the closing price of the Company’s common stock on the date of issuance.

On July 8, 2009 the Company received a total of $8,000 as subscriptions payable to three accredited investors in exchange for a total of 32,000 shares of common stock at $0.25 per share. The shares were subsequently issued on October 8, 2009.

On July 8, 2009 the Company issued 240,270 free trading S-8 shares for legal services performed. The fair market value of the shares was $60,068 based on the closing price of the Company’s common stock on the grant date.

On July 22, 2009 the Company issued 15,000 free trading S-8 shares for accounting services performed. The fair market value of the shares was $5,100 based on the closing price of the Company’s common stock on the date of issuance.

On August 19, 2009 the Company issued 239,100 shares of restricted common stock in exchange for $50,000 of principal and $5,178 of accrued interest. The Company initiated the conversion in accordance with the terms of the promissory note.

On August 19, 2009 the Company issued another 239,100 shares of restricted common stock in exchange for $50,000 of principal and $5,178 of accrued interest. The Company initiated the conversion in accordance with the terms of the promissory note.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On August 19, 2009 the Company issued 478,260 shares of restricted common stock in exchange for $100,000 of principal and $10,164 of accrued interest. The Company initiated the conversion in accordance with the terms of the promissory note.

On August 19, 2009 the Company issued a total of 256,000 shares of restricted common stock to a total of eleven different consultants in cancellation and full satisfaction of previously issued consulting agreements relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The fair market value of the shares totaled $64,000 based on the closing price of the Company’s common stock on the grant date.

On August 19, 2009 the Company issued 31,000 shares of restricted common stock as payment for consulting services. The fair market value of the shares was $7,750 based on the closing price of the Company’s common stock on the grant date.

On September 3, 2009 the Company received $45,000 as subscriptions payable to an accredited investor in exchange for 333,334 shares of common stock at $0.15 per share. The shares were subsequently issued on October 8, 2009.

On September 28, 2009 the Company received a total of $50,400 as subscriptions payable to three accredited investors in exchange for a total of 224,000 shares of common stock at $0.25 per share. The shares were subsequently issued on October 8, 2009.

Note 8 – Stock options and warrants

Options and Warrants Granted

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, with immediate vesting. 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, which was expensed on the grant date.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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, with immediate vesting. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 282% and a call option value of $1.9643, was $49,108, which was expensed on the grant date.

On May 15, 2009 the Company granted 75,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a two year term, with immediate vesting. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 295% and a call option value of $0.4480, was $33,598, which was expensed on the grant date.

On September 30, 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, with immediate vesting. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 411% and a call option value of $0.2994, was $7,485, which was expensed on the grant date.

On September 30, 2009 the Company granted 75,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a two year term, with immediate vesting. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 411% and a call option value of $0.2791, was $20,932, which was expensed on the grant date.

Options and Warrants Cancelled

None.

Options and Warrants Expired

None.

Options and Warrants Exercised

None.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

The following is a summary of information about the Stock Options and Warrants outstanding at September 30, 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

0.10 - 1.00

1,224,000

3.10 years

0.37

1,224,000

0.37

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		1.45	%		2.30	%
Average expected life (in years)		2.5			5
Average Volatility		310	%		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 there were 25,000 options issued with an exercise price below the fair value of the underlying stock at the grant date. In 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 nine months ending September 30, 2009 was approximately $0.63 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		949,000		0.35

Balance, September 30, 2009		1,224,000		0.37

Exercisable, September 30, 2009		1,224,000	$	0.37

Note 9 - 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, 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. In addition, the Company is restating certain unrecorded liabilities and adjustments to their accounts payable balance for duplicate liabilities. The accompanying financial statements for the nine month period ending September 30, 2009 have been restated to reflect the corrections. The following is a summary of the restatements for December 31, 2008 as of September 30, 2009:

Increase of previously reported expenses in retained earnings:

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

- unrecorded value of consulting services $ 202,638

Decrease of previously reported expenses in retained earnings:

- duplicate invoices reported in accounts payable $ 13,950

Increase of previously reported additional paid in capital:

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

Increase of previously reported accounts payable:

- unrecorded liabilities in accounts payable (net) $ 188,688

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

The above amounts include the following adjustments to the restated financial statements for the year ended December 31, 2007:

Increase of previously reported expenses in retained earnings:

- unrecorded value of stock based compensation $ 389,250

- unrecorded value of consulting services $ 1,440

Decrease of previously reported expenses in retained earnings:

- duplicate invoices reported in accounts payable $ 10,855

Increase of previously reported additional paid in capital:

- unrecorded amount of additional paid in capital on stock issuance $389,250

Decrease of previously reported accounts payable:

- unrecorded liabilities in accounts payable (net) $ 9,415

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	$ 188,688	$ 364,962
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	39,078	-	39,078
Total current liabilities	956,131	188,688	1,144,819

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
Subscriptions payable,
15,000 shares	10,328	-	10,328
Accumulated deficit	(53,608,609)	(2,898,528)	(56,507,137)
Total stockholders’ (deficit)	(727,389)	( 188,688)	(916,077)

	$ 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	2,521,788	4,564,941
Promotional and marketing	101,612	( 3,095)	98,517
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	2,733,943	6,396,663

Net operating (loss)	(3,662,720)	(2,733,943)	(6,396,663)

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)	$(2,802,331)	$(55,488,845)

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)	$( 0.44)	$( 8.42)

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Consolidated Statements of Operations for the three months ending September 30, 2008:

	Previously Reported	Net Change	Restated

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

Expenses
General and administrative	48,879	-	48,879
Professional fees	423,589	1,439,882	1,863,471
Promotional and marketing	37,228	-	37,228
Salaries, officer	87,300	(37,500)	49,800
Salaries	131,815	(6,000)	125,815
Depreciation	3,041	-	3,041
Total expenses	731,852	1,396,382	2,128,234

Net operating (loss)	(731,852)	(1,396,382)	(2,128,234)

Other income (expense)
Interest expense	( 2,882)	-	(2,822)
Financing costs	(10,834)	(1,525,297)	(1,536,131)
Total other income (expense)	(13,656)	(1,525,297)	(1,538,953)

Net loss	$(745,508)	$(2,921,679)	$(3,667,187)

Weighted average number of
common shares outstanding
- basic and fully diluted	11,904,502	11,904,502	11,904,502

Net (loss) per share - basic
and fully diluted	$( 0.06)	$( 0.25)	$( 0.31)

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Consolidated Statements of Operations for the nine months ending September 30, 2008:

	Previously Reported	Net Change	Restated

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

Expenses
General and administrative	150,831	-	150,831
Professional fees	1,180,078	1,514,483	2,694,561
Promotional and marketing	88,178	( 1,615)	86,563
Salaries, officer	471,954	(112,500)	359,454
Salaries	611,915	(18,000)	593,915
Depreciation	5,512	-	5,512
Total expenses	2,508,468	1,382,368	3,890,836

Net operating (loss)	(2,508,468)	(1,382,368)	(3,890,836)

Other income (expense)
Interest expense	(2,882)	-	(2,822)
Financing costs	(686,584)	(1,525,297)	(2,211,881)
Total other income (expense)	(689,406)	-	(2,214,703)

Net loss	$(3,197,874)	$(2,907,665)	$(6,105,539)

Weighted average number of
common shares outstanding
- basic and fully diluted	4,693,359	4,693,359	4,693,359

Net (loss) per share - basic
and fully diluted	$( 0.68)	$( 0.62)	$( 1.30)

Note 10 – Subsequent events

On October 8, 2009 the Company issued 589,334 shares of restricted common stock to a total of six shareholders for shares previously recorded as subscriptions payable in the total amount of $103,400 as of September 30, 2009.

Noble Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

On October 8, 2009 the Company issued 600,000 shares of restricted common stock in cancellation and full satisfaction of a previously issued consulting agreement related to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The fair market value of the shares was $156,000 based on the closing price of the Company’s common stock on the grant date.

On November 16, 2009 the Company issued 40,000 free trading S-8 shares for accounting services performed. The fair market value of the shares was $2,800 based on the closing price of the Company’s common stock on the grant date.

The company has evaluated subsequent events through the date which this report was filed.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this quarterly report. References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Noble”, “the Company”, and similar terms refer to Noble Innovations, Inc. unless otherwise expressly stated or the context otherwise requires.

OVERVIEW AND OUTLOOK

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. We are now in the development stage of bringing that product to market, and in November of 2009 received ETL approval by the Underwriters Laboratory (UL). For safety purposes due to combining electricity and water in this device, compliance by ETL to UL 499 Standard for Safety – Electric Heating Appliances was imperative before shipments could begin. The Company is now poised to commence with product sales with respect to their Viridian product line. We also are exploring other uses for the technology, such as, hot tub heating mechanisms and other recreational spa devices.

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 November 5, 2009, we issued a press release announcing we received Intertek’s United States ETL (Electrical Testing Lab) Approval for our flagship product, the Viridian Truly Tankless Electric Hot Water Heater.

Result of Operations for the Three and Nine Months Ended September 30, 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 September 30, 2009 and September 30, 2008.

	Three Months Ended September 30,		Increase/(Decrease)		Nine Months Ended September 30,		Increase/(Decrease)
	2009	2008	$	%	2009	2008	$	%
		(Restated)				(Restated)
Expenses:
General and administrative	$80,927	$48,879	$32,048	66%	$193,418	$150,831	$42,587	28%
Professional fees	149,517	1,863,471	(1,713,954)	(92%)	492,907	2,694,561	(2,201,654)	(82%)
Promotional and marketing	31,073	37,228	(6,155)	(17%)	106,957	86,563	20,394	24%
Salaries, officer	59,300	49,800	9,500	19%	167,900	359,454	(191,554)	(53%)
Salaries	31,750	125,815	(94,065)	(75%)	123,450	593,915	(470,465)	(79%)
Depreciation	3,105	3,041	64	2%	9,316	5,512	3,804	69%
Total Expenses	355,672	2,128,234	(1,772,562)	(83%)	1,093,948	3,890,836	(2,796,888)	(72%)

Net operating (loss)	(355,672)	(2,128,234)	(1,772,562)	(83%)	(1,093,948)	(3,890,836)	(2,796,888)	(72%)

Other income (expense):
Interest expense	(54,059)	(2,822)	51,237	1,816%	(172,658)	(2,822)	169,836	6,018%
Financing costs	(39,077)	(1,536,131)	(1,497,054)	(97%)	(94,323)	(2,211,881)	(2,117,558)	(96%)
Total other income (expense)	(93,136)	(1,538,953)	(1,445,817)	(94%)	(226,981)	(2,214,703)	(1,947,722)	(88%)

Net (loss)	$(448,808)	$(3,667,187)	$(3,218,379)	(88%)	$(1,360,929)	$(6,105,539)	$(4,744,610)	(78%)

General and Administrative Expenses:

General and administrative expenses for the three and nine months ended September 30, 2009 were $80,927 and $193,418, an increase of $32,048, or 66%, from $48,874 for the three months ended September 30, 2008 and an increase of $42,587, or 28%, from $150,831for the nine months ended September 30, 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 and nine months ended September 30, 2009 were $149,517 and $492,907, a decrease of $1,713,954, or 92%, from $1,863,471 for the three months ended September 30, 2008 and an increase of $2,201,654, or 82%, from $2,694,561 for the nine months ended September 30, 2008. The decrease in professional fees was the result of a decrease in stock based compensation as payment for professional fees.

Promotional and Marketing

Promotional and marketing expenses for the three and nine months ended September 30, 2009 were $31,073 and $106,957, a decrease of $6,155, or 17%, from $37,228 for the three months ended September 30, 2008 and an increase of $20,394, or 24%, from $86,563 for the nine months ended September 30, 2008. The decrease in promotional and marketing expenses for the three months ended in 2009 was the result of reductions implemented to conserve cash during difficult economic periods. As our cash flow position improves we expect to resume spending on promotional and marketing matters. The increase in promotional and marketing in the nine months ended in 2009 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 September 30, 2009 increased by 19% as compared to the same period in 2008 and our total officer salaries for the nine months ended September 30, 2009 decreased by 53% as compared to the same period in 2008. The decrease in officer salaries for the nine months ended in 2009 was due to stock based bonus awards during the period ending in 2008 that were not awarded in the same period in 2009.

Salaries

Salaries for the three and nine months ended September 30, 2009 were $31,750 and $123,450, a decrease of $94,065, or 75%, from $125,815 for the three months ended September 30, 2008 and a decrease of $470,465 or 79%, from $593,915 for the nine months ended September 30, 2008. The decrease in salary expenses for the three months ended September 30, 2009 was due to stock based bonus awards during the period ending 2008 that were not awarded in the same period in 2009, and the loss of one of our highly compensated employees.

Depreciation

Depreciation expenses for the three and nine months ended September 30, 2009 were $3,105 and $9,316, an increase of $64, or 2%, from $3,041 for the three months ended September 30, 2008 and an increase of $3,804, or 69%, from $5,512 for the nine months ended September 30, 2008. Depreciation expenses increased as a result of the acquisition of depreciable assets via the merger with Noble Systems, Inc. on June 18, 2008.

Net Operating (Loss):

The net operating loss for the three and nine months ended September 30, 2009 were $355,672 and $1,093,948, a decrease of $1,772,562, or 83%, from $2,128,234 for the three months ended September 30, 2008 and a decrease of $2,796,888, or 72%, from $3,890,836 for the nine months ended September 30, 2008. The decrease in net operating loss was primarily a result of fewer stock based compensation issuances in the first months of 2009 than in the same period in 2008.

Interest Expense

Interest expense for the three and nine months ended September 30, 2009 was $54,059 and $172,658 as compared to $2,822 for the same periods 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 and nine months ended September 30, 2009 were $39,077 and $94,323, a decrease of $1,497,054, or 97%, from $1,536,131 for the three months ended September 30, 2008 and a decrease of $2,117,558, or 96%, from $2,211,881 for the nine months ended September 30, 2008. Our financing costs in 2009 were lower because of stock based compensation for services not performed in 2009.

Net (Loss)

Our net loss for the three and nine months ended September 30, 2009 was $448,808 and $1,360,929, a decrease of $3,218,379, or 88%, from $3,667,187 for the three months ended September 30, 2008 and a decrease of $4,744,610, or 78%, from $6,105,539 for the nine months ended September 30, 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 September 30, 2009 compared to December 31, 2008.

	September 30, 2009	December 31, 2008	Increase / (Decrease)
	September 30, 2009	December 31, 2008	$	%

Current Assets	$ 46,625	$ 126,848	$ (80,223)	(63%)

Current Liabilities	$ 1,467,709	$ 1,144,819	$322,890	28%

Working Capital (Deficit)	$ (1,421,084)	$(1,017,971)	$403,113	40%

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 September 30, 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.

Financing. On August 19, 2009, we executed a promissory note with an individual for the principal amount of $10,000. The promissory note matures and the principal amount is due and payable on November 19, 2009. We agreed that if the promissory note is not paid when due, we will issue shares of our restricted common stock at a 30% discount to the 30 day average closing price per share as quoted by Bloomberg LP or equivalent quotation system or $0.10 per share, whichever is greater.

On September 3, 2009, we executed a promissory note with an individual for the principal amount of $10,000. The promissory note matures and the principal amount is due and payable on December 3, 2009. We agreed that if the promissory note is not paid when due, we will issue shares of our restricted common stock at a 30% discount to the 30 day average closing price per share as quoted by Bloomberg LP or equivalent quotation system or $0.10 per share, whichever is greater.

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.

As of September 30, 2009, our cash balance was $8,182. 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.

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.

Going Concern

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 September 1, 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. We agreed to compensate the consultant in the form of cash or warrants or common stock equal to 10% of funds invested by the contacts brought to the Company by the consultant.

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 March 2008, the FASB issued new accounting guidance concerning disclosures about derivative instruments and hedging activities. 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 was applicable to the Company in the first quarter of fiscal 2009. The adoption of this standard did not have any impact on the Company’s 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

Noble is and may become involved in various routine legal proceedings incidental to its business. We are a defendant in three matters in litigation, most of which are in the normal course of business. We believe these suits are without merit and intend to defend these litigations in courts of law.

In October 2009, Cellinium Group, LLC filed suit against the Company, Jim Cole (CEO of the Company), Patricia Cole (Mr. Cole’s wife), Fred Huggins (former Vice President of Marketing), and Sandy Huggins (Mr. Huggins’ wife), alleging breach of contract and refusal to pay certain debts. The Company’s attorney does not believe this suit has merit when it comes to the allegations. Currently, the suit is still pending.

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 2009 and the pace may continue at lower levels than previously expected and decline further.

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 2009. 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 two late filings 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 July 6, 2009, we granted 25,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a five year term. We believe the issuance 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 recipients of the options 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 July 8, 2009, we issued 240,270 shares of our common stock for legal services rendered to the Company. The shares issued were registered in a Registration Statement on Form S-8 filed on July 1, 2009.

On July 22, 2009, we issued 15,000 shares of our common stock for accounting services rendered to the Company. The shares issued were registered in a Registration Statement on Form S-8 filed on September 22, 2008.

On September 30, 2009, we issued a total of 956,520 shares of our restricted common stock as payment for principal and interest owed pursuant to three (3) promissory notes dated August 12, 2008.

On September 30, 2009, we issued a total of 256,000 shares of restricted common stock to eleven (11) consultants as final payment and for the cancellation of their consulting agreements relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The consulting agreements were cancelled effective on September 30, 2009.

On September 30, 2009, we issued 31,000 shares of our restricted common stock to an individual as initial payment pursuant to his consulting agreement dated August 19, 2009.

Subsequent Issuances

On October 8, 2009, we issued 589,334 shares of our restricted common stock to a total of six (6) stockholders for shares previously recorded as subscriptions payable in the total amount of $103,400 as of September 30, 2009.

On October 8, 2009, we issued 600,000 shares of our restricted common stock a consultant as final payment and for the cancellation of his consulting agreement relating to the installation and testing of the Company’s new Viridian Truly Tank-less Water Heater. The consulting agreement was cancelled effective on September 30, 2009.

On November 16, 2009, we issued 40,000 shares of our common stock for accounting services rendered to the Company. The shares issued were registered in a Registration Statement on Form S-8 filed on September 22, 2008.

We believe that the issuance of the restricted shares mentioned above were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the Company’s financial statements and 34 Act reports. We reasonably believe that the recipients, immediately prior to issuing the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our president and director on several occasions prior to their investment decision.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the quarter ended September 30, 2009.

Item 3. Defaults Upon Senior Securities

None.

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

None.

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

Exhibit number	Exhibit description	Filed herewith	Form	Period ending	Exhibit	Filing date
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
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: November 20, 2009

Noble Innovations Inc 10-Q