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Noble Medical Technologies, Inc.
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10-K
Apr 15, 6:05 AM ET
Noble Medical Technologies, Inc. 10-K
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Contents
130
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2010
OR
FOR THE TRANSITION PERIOD FROM TO
Commission file number 333-150483
NOBLE MEDICAL TECHNOLOGIES, INC.
4751 Wilshire Blvd., 3rd Floor Los Angeles, California 90010
(310) 601-2500
DOCUMENTS INCORPORATED BY REFERENCE
NOBLE MEDICAL TECHNOLOGIES, INC. FORM 10-K TABLE OF CONTENTS
FORWARD LOOKING STATEMENTS
PART I
ITEM 1. BUSINESS
General
Business Objective
Competition
Form of Acquisition
Going Concern
Recent Financing
Management Agreement
Cameo Stars, LLC
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. DESCRIPTION OF PROPERTY
ITEM 3. LEGAL PROCEEDINGS
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Preferred Stock
Dividend Policy
Securities Authorized for Issuance under Equity Compensation Plans
Recent Sales of Unregistered Securities
Issuer Purchases of Equity Securities
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Liquidity and Capital Resources
Results of Operations
Off-Balance Sheet Arrangements
Contractual Obligations
Going Concern
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Noble Medical Technologies, Inc. December 31, 2010 and 2009
Index to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
NOBLE MEDICAL TECHNOLOGIES, INC. BALANCE SHEETS
NOBLE MEDICAL TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS
NOBLE MEDICAL TECHNOLOGIES, INC. STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) For the Year Ended December 31, 2010 and 2009
NOBLE MEDICAL TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 1 — ORGANIZATION AND OPERATIONS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
Use of estimates
Cash equivalents
Office equipment
Impairment of long-lived assets
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Discount on notes payable
Fair value of financial instruments
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Commitments and contingencies
Revenue recognition
Income taxes
Net income (loss) per common share
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Cash flows reporting
Subsequent events
Recently issued accounting pronouncements
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
NOTE 3 — GOING CONCERN
NOTE 4 — OFFICE EQUIPMENT
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 4 — OFFICE EQUIPMENT – (continued)
NOTE 5 — NOTES PAYABLE
Notes payable
Note payable — Director
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 5 — NOTES PAYABLE – (continued)
NOTE 6 — STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock
Capital contribution
Stock Warrants
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 6 — STOCKHOLDERS’ EQUITY (DEFICIT) – (continued)
NOTE 7 — INCOME TAXES
Deferred tax assets
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 7 — INCOME TAXES – (continued)
Income taxes in the statements of operations
NOTE 8 — RELATED PARTY TRANSACTION
Free office space
NOTE 9 — SUBSEQUENT EVENTS
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 9 — SUBSEQUENT EVENTS – (continued)
Noble Medical Technologies, Inc. December 31, 2010 and 2009 Notes to the Financial Statements
NOTE 9 — SUBSEQUENT EVENTS – (continued)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management’s Report on Internal Control Over Financial Reporting
Attestation Report of the Independent Registered Public Accounting Firm
Changes in Internal Control over Financial Reporting
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Audit Committee and Audit Committee Financial Expert
Nominating Committee
Code of Ethics
Board Leadership Structure and Role in Risk Oversight
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Audit Committee Approval
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EXHIBIT INDEX