Noble Innovations Inc 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

o	TRANSITION REPORT UNDER 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.)

8380 S. Kyrene Rd.; Unit #104
Tempe, AZ		85284
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number: (602) 538-4718

Copies of Communications to:

Carl Ranno Law Firm

2733 East Vista Drive

Phoenix, AZ 85032

(602) 493-0369

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 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 Act). Yes¨

No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2009 (the last business day of the registrant's most recently completed second fiscal quarter) was $63,488,105 based on a share value of $0.55.

The number of shares of Common Stock, $0.001 par value, outstanding on April 15, 2010 was 18,558,419 shares.

NOBLE INNOVATIONS, INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2009

Index to Report

on Form 10-K

PART I		Page

Item 1.	Business		2
Item 1A.	Risk Factors		6
Item 1B.	Unresolved Staff Comments		11
Item 2.	Properties		12
Item 3.	Legal Proceedings		12
Item 4.	Submission of Matters to a Vote of Security Holders		12

PART II

Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities		13
Item 6.	Selected Financial Data		18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 8.	Financial Statements and Supplementary Data		24
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		24
Item 9A (T)	Control and Procedures		25
Item 9B.	Other Information		26

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		27
Item 11.	Executive Compensation		31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		34
Item 13.	Certain Relationships and Related Transactions, and Director Independence		35
Item 14	Principal Accounting Fees and Services		36

PART IV

Item 15.	Exhibits, Financial Statement Schedules		38

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.

Throughout this Annual Report references to “we”, “our”, “us”, “Noble”, “the Company”, and similar terms refer to Noble Innovations, Inc and its subsidiaries.

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.

PART I

ITEM 1. BUSINESS

General Business Development

We were incorporated in the State of Nevada in September of 2002 as XSInventory. In February 2003, we formed Creative Excess, Inc., as a wholly owned subsidiary, to become an online liquidator of products through eBay. During the second quarter of 2007, we determined it in the best interest of our stockholders to elect a new board member and hire new management to assist us in establishing new methods of generating revenues. On May 16, 2007, we obtained majority consent of our stockholders and changed our name from XSInventory to Noble Innovations, Inc. in anticipation of changing our business plan.

In 2007 we discontinued our previous business plans to pursue energy efficient technology that is classified as “green” in nature. On May 16, 2007, we appointed James A. Cole to serve as our new Chief Executive Officer of the Company as well a member of the board of directors. On June 18, 2008 we acquired Noble Systems, Inc. (NSI) to acquire certain patents related to the technology used in the modular heating system of tank-less water heaters. Through these changes, our management intends to pursue and develop products that utilize energy efficient technologies. Our first product and focus has been on the development of a commercially viable tank-less water heating system. The Company is in the process of developing the production process and anticipates being able to bring the product to market in 2010. As of December 31, 2008, we continue to be classified as a development stage company.

On April 30, 2008, the Board of Directors approved a one for twenty reverse stock split (the “Reverse Split”) of the Company’s common stock, par value $0.001 per share. The effective date of the reverse split was May 20, 2008. Pursuant to the reverse split, holders of the Company’s common stock were deemed to hold one (1) post-split share of the Company’s common stock for ever twenty (20) shares of the Company’s issued and outstanding common stock as classified immediately prior to the close of business on May 20, 2008. No fractional shares of the Company’s common stock were issued in connection with the reverse split. Additionally, in conjunction with the Reverse Split the number of authorized shares of common stock of the Company was also reduced at a ratio of one for twenty.

On June 16, 2008, we obtained majority consent of our stockholders and amended our Articles of Incorporation to increase the authorized shares of common stock from 5,000,000 to 50,000,000.

Current Business Operations

Since transitioning our business focus to providing and distributing “green” products, the Company has focused on pursuing various energy efficient technologies and has begun associating ourselves with various associations and societies that emphasize innovative, energy efficient and environmentally sensitive products in the building community. During 2009, we received (“ETL”) certification on our first “green” product; the Viridian Truly Tankless water heater. The ETL Listed Mark is a safety and quality certification accepted by AHJs and retailers across North America as a product's mark of compliance to applicable electrical, gas and other safety standards. The tankless water heaters can be used for whole-house applications. Since the first debut of the Viridian Tankless water heater we have showcased the product in various shows throughout the country. We anticipate upon proper funding to be able to begin production during 2010.

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. and we issued 1.15 shares of our common stock for 1 share of Noble Systems issued and outstanding shares.

Principal Products and Services

Noble’s first “green” product to be distributed is the Viridian Tankless electric water heater, (“Viridian”). Upon the acquisition of Noble Systems in the second quarter of 2008, we now own the intellectual property of the Virdian Tankless water heater. The water heater is an electric heater that can provide enough hot water for a whole house while also reducing the amount of electricity and water used as well as decreasing carbon emissions and non-biodegradable waste.

The Viridian utilizes a patented system of four horizontal, downward flowing, high quality, 316 grade stainless-steel Jalixâ heating tubes. The cold water enters the top of the heating system and is heated as it flows horizontally and downward, causing sediment to be naturally washed away each time hot water is used. There are no tank bottoms and no spaces for sediment to accumulate. Currently, there are two models, the V120 and V100.

Distribution Methods of the Products

Noble intends to establish a distribution network for the Viridian by developing relationships with plumbing and electrical distributors, appliance stores selling plumbing products, builders, other equipment manufacturers (“OEMs”), as well as directly to plumbers and electricians and individual remodelers. Noble intends to also incorporate in-house sales personnel as funds allow.

Competition and Market Overview

The Company and its products compete in various industries of alternative “green” products and more specifically that of water heaters with its first distributed product, the Viridian electric tankless water heater. With the introduction of the Viridian, Noble will compete principally with all water heater manufacturers. Almost all water heaters sold in the United States are traditional storage units. Additionally, there are various manufacturers such as Noritz, Rinnai and Bosch that have also developed tankless water heaters, otherwise referred to as advanced technologies water heaters. However, most of these manufacturers rely on the tankless water heaters being powered by gas whereas the Viridian products differentiate themselves as they are electrically powered.

Given the current economic conditions and the housing downturn, Noble anticipates it will encounter additional challenges with regards to selling the Viridian products. However, tankless water heaters have various benefits such as: providing endless hot water, lower energy and water bills, environmentally efficient, better quality water and long life expectancy. Furthermore, the Viridian is consistent with being a truly “green” product in that it saves water and electricity and requires less metal to manufacture. With the perceived benefits it is expected that the market for tankless water heaters will continue to grow in popularity over the next ten to fifteen years as the products continue to be more cost efficient and people continue to become more eco-conscious.

Sources and Availability of Raw Materials and Names of the Principal Suppliers

The tankless water heaters are being assembled at the Noble facility in Tempe, Arizona and all electrical parts, castings, and sheet metal are being supplied by local suppliers. Approximately 90% of the raw materials are supplied by U.S. suppliers and only purchases of the heating elements are obtained internationally. There are no contracts with suppliers and the raw materials are obtained based upon availability and price on the open wholesale market.

Intellectual Property

We regard the protection of copyrights, service marks, trademarks, trade dress and trade secrets as critical to our future success and will rely on a combination of copyright, trademark, service mark and trade secret laws and contractual restrictions to establish and protect our proprietary rights in products and services. As a result of our distributorship of the Viridian water heaters, and upon the development of new product lines, we will be entering into confidentiality agreements with our licensees, potential licensees, distributors, sub-distributors, consultants and strategic partners in order to limit access to and disclosure of our proprietary information. These contractual arrangements or the other steps taken by us to protect our intellectual property may not prove sufficient to prevent misappropriation of our technology or to deter independent third-party development of similar technologies.

We were granted trademarks in the United States of the words “Viridian”, “Viridian Truly Tankless”, and “Jalix”. Also upon acquiring Noble Systems we now control the ownership of the pending patent for the Viridian water heaters and its various components. Noble Systems originally applied for a patent in May of 2008 with application number 12/151,675.

Need for Government Approval of Principal Products

Viridian Truly Tankless water heater has received ETL certification in the State of California for electrical certification. ETL is the commercial equivalent of the UL certification and, although not receiving ETL certification would not prevent us from selling the Viridian Tankless water heaters, it does help us market our products to a wider array of individual and commercial consumers. Noble was granted the certification during the year ended December 31, 2009.

Governmental Approval and Regulation

Noble is subject to all of the government regulations that regulate businesses generally such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety, labor relations, and disadvantaged businesses. In addition, the Company’s operations are subject to the jurisdiction of federal, state and other taxing authorities. From time to time, these taxing authorities may review or audit the Company.

We anticipate our operations relating to the distribution of “green” products will be effected by a variety of federal, state, and local laws intended to protect the environment. While these environmental regulations will be evaluated when relating to significant capital expenditures, compliance with the environmental laws is not expected to have a material effect upon the business and operations of the Company. At this point in time, it is not possible to estimate the costs needed to comply with environmental laws pertaining to tankless water heaters.

Research and Development

We anticipate contracting with outside firms to provide the necessary research and development for our new line of business in energy efficient products. We anticipate that the companies in which we act as a distributor of their products may cause us to incur necessary research and development expenses to bring those products to the market.

Personnel

During the year ended December 31, 2009, we had three full-time employees. We entered into an employment agreement with our Chief Executive Officer, James A. Cole during the second quarter of 2007. The agreement is for a three year term and we agreed to pay Mr. Cole a base salary of $180,000 for the first year, $198,000 for the second year, and $218,000 for the third year of employment. Also, during the second quarter of 2007, we executed an employment agreement with L. Fred Huggins, to serve as our Vice President of Sales and Marketing. Mr. Huggins agreed to serve in this position for two years and we agreed to compensate him a base salary of $150,000 per year. Subsequent to the year ended December 31, 2008, Mr. Huggins resigned from his position as Vice President of Sales and Marketing.

These employees are/were engaged in management, marketing and sales, and administrative services. Currently, there are no organized labor agreements or union agreements between us and our employees.

As we continue under our proposed line of business, we may need to hire additional employees. In the interim, we intend to use the services of independent consultants and contractors to perform various professional services when appropriate. We believe the use of third-party service providers may enhance our ability to control general and administrative expenses and operate efficiently.

ITEM 1A. RISK FACTORS

Risks Relating with Our Business and Marketplace

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.

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

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

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

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

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

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.

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 $1,000,000 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.

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.

Noble is highly dependent on its key executive officers for the success of its business plan and may be dependent on the efforts and relationships of the principals of future acquisitions and mergers. If any of these individuals become unable to continue in their role, the company’s business could be adversely affected.

Noble believes its success will depend, to a significant extent, on the efforts and abilities of James Cole, its CEO. If Noble lost Mr. Cole, it would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of its business plan and the diversion of limited working capital. Noble can give you no assurance that it could find a satisfactory replacement for Mr. Cole at all, or on terms that are not unduly expensive or burdensome.

If Noble grows and implements its business plan, it will need to add managerial talent to support its business plan. There is no guarantee that Noble will be successful in adding such managerial talent. These professionals are regularly recruited by other companies and may choose to change companies. Given Noble’s relatively small size compared to some of its competitors, the performance of its business may be more adversely affected than its competitors would be if Noble loses well-performing employees and are unable to attract new ones.

Risks Relating to our Common Stock

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

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

Our common stock could be deemed a low-priced “Penny” stock which could make it cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid and negatively affect the price of our stock.

Trading of our common stock may be subject to certain provisions of the Securities Exchange act of 1934, commonly referred to as the “penny stock” as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading will be subject to additional sales practice requirements of broker-dealers. These require a broker-dealer to:

Deliver to the customer, and obtain a written receipt for, a disclosure document;

Disclose certain price information about the stock;

Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

Send monthly statements to customers with market and price information about the penny stock; and

In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

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. 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 1B. UNRESOLVED STAFF COMMENTS

On December 22, 2009 we received communications from the Division of Corporation Finance of the United States Securities and Exchange Commission regarding our Form 10-K for the Fiscal Year Ended December 31, 2008, filed April 15, 2009, Form 10-Q for the Fiscal Quarter Ended September 30, 2009, filed November 23, 2009, and Form 8-K/A filed September 12, 2008. We are still in the process of answering the commission’s questions and expect this to be completed during the second quarter of 2010.

ITEM 2. PROPERTIES

Our corporate office and warehouse is located in Tempe, Arizona, where we are allowed to utilize space from New Vista Technologies, Inc., which is an entity controlled by our major vendor assigned the task of developing our Veridian tankless wanter heater product. There was no formal lease and we were allowed to utilize the space on a month to month basis.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

In March 2009, the Company filed a complaint against L. Fred Huggins, its former Vice President of Sales and Marketing, in the United States District Court, District of Arizona. The complaint seeks preliminary and permanent injunctive relief and monetary damages based on allegations of theft of trade secrets, breach of non-compete agreement, unfair competition, and conspiracy to commit unfair competition. Furthermore, a temporary restraining order with regards to the Company’s proprietary information, trade secrets and confidential information was filed against Mr. Huggins in the Superior Court of Arizona, in and for the County of Maricopa.

Mr. Huggins subsequently filed counterclaims and a third party counterclaim alleging refusal to pay wages, breach of contract, breach of the covenant of good faith and fair dealing, unjust enrichment, breach of fiduciary duty, fraud, conversion, and civil conspiracy. Mr. Huggins has requested compensatory damages of approximately $169,000 as well as punitive damages, treble damages and reasonable attorney’s fees and costs in his countersuit.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We did not submit any matters to a vote at a stockholders meeting of our security holders during the fiscal year ended December 31, 2009.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

Our Common Stock was approved for trading on the Financial Industry Regulatory Authority (“FINRA”) Automated Quotation Bulletin Board System on January 10, 2007, under the symbol “XSIV.OB”. Upon the company’s name being changed from XSInventory to Noble Innovations in May 2007, the symbol was changed to “NBIV.OB”. On May 20, 2008, a reverse split became effective whereby the holders of our common stock were deemed to hold 1 share of the Company’s common stock for every 20 shares issued and outstanding immediately prior to the close of business on the effective date. As a result of the reverse merger, our symbol was changed to “NOBV.OB”.

Trading of our common stock did not begin until January 10, 2007 and our common stock has traded infrequently on the OTC.BB, which limits our ability to locate accurate high and low bid prices for each quarter within the last two fiscal years. Therefore, the following table lists the quotations for the high and low bid prices as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board since we began trading on January 10, 2007 through December 31, 2009. The quotations from the OTC Bulletin Board reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not be represent actual transactions.

	December 31, 2009				December 31, 2008
	High		Low		High		Low
1st Quarter	$	1.25	$	0.34	$	4.25	$	1.26
2nd Quarter	$	2.00	$	0.17	$	8.50	$	0.36
3rd Quarter	$	0.75	$	0.10	$	7.31	$	4.00
4th Quarter	$	0.32	$	0.02	$	6.05	$	1.26

Holders of Common Stock

As of April 15, 2010, we had approximately 200 stockholders of record of the 18,558,419 shares outstanding.

Dividends

The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. By reason of our present financial status and our contemplated financial requirements, we do not anticipate paying any dividends upon our common stock in the foreseeable future.

We did however, on May 20, 2008, approve a 1 for 20 reverse split; however, we currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

·	our financial condition;
·	earnings;

·	need for funds;
·	capital requirements;

·	prior claims of preferred stock to the extent issued and outstanding; and
·	other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock will ever be paid.

Securities Authorized for Issuance under Equity Compensation Plans

Consultant and Employee Stock Compensation Plan

We currently maintain equity compensation plans to allow the Company to compensate employees, directors, consultants and certain other persons providing bona fide services to the Company or to compensate officers, directors and employees for accrual of salary, through the award of our common stock.

On December 31, 2009 the Company granted 25,000 options as part of a consulting agreement to significant shareholders, exercisable at $1.00 per share over a five year term.

On October 23, 2009 the Company granted 20,000 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting. The estimated value using the Black-Scholes pricing model, based on a volatility rate of 415% and a call option value of $0.0524, was $1,048, which was expensed on the grant date.

On October 23, 2009 the Company granted 10,150 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting.

On October 23, 2009 the Company granted 10,194 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting.

On October 23, 2009 the Company granted 50,000 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting.

On October 23, 2009 the Company granted 30,000 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting.

On October 23, 2009 the Company granted 140,000 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting.

On October 23, 2009 the Company granted 20,000 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting.

On October 23, 2009 the Company granted 700,000 options as part of a consulting agreement for services performed, exercisable at $0.25 per share over a one year term, with immediate vesting.

On October 8, 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.

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.

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.

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.

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

On 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.

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.

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 following table sets forth information as of December 31, 2009 regarding outstanding shares granted under the plans, warrants issued to consultants and options reserved for future grant under the plans.

Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))

Equity compensation plans approved by stockholders		--	$	--		--

Equity compensation plans not approved by stockholders		1,630,344	$	0.35		3,369,656

Total		1,630,344	$	0.35		3,369,656

These plans are intended to encourage directors, officers, employees and consultants to acquire ownership of common stock. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for its continued success and growth, to aid in retaining individuals who put forth such effort, and to assist in attracting the best available individuals to the Company in the future.

Recent Sales of Unregistered Securities

On December 16, 2009 the Company granted 200,000 shares as a stock subscription in accordance with the default provisions of a convertible debenture issued on December 16, 2008.

On December 12, 2009 the Company granted 60,000 shares as a stock subscription in accordance with the default provisions of a convertible debenture issued on December 12, 2008.

We believe the issuance of the shares is or will be exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2) and/or Regulation D, Rule 506. The shares were or are to be issued directly by us and do not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

Issuance of Options

On January 21, 2010 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.

On December 31, 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.

We believe the issuance of the options is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The options were issued directly by us and did 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.

Subsequent Issuances

On January 21, 2010 the Company sold 750,000 shares at $0.133 per share to a board of director in exchange for total proceeds of $100,000.

On January 28, 2010 the Company sold 250,000 shares at $0.04 per share to an accredited investor in exchange for total proceeds of $10,000.

On January 31, 2010 the Company issued a total of 300,000 shares to two consultants for shares outstanding as a subscription payable balance at December 31, 2009.

On January 31, 2010 the Company issued 100,000 shares, valued at $2,000 for consulting services rendered.

On February 2, 2010 the Company sold 111,111 shares at $0.045 per share to an accredited investor in exchange for total proceeds of $5,000.

On February 15, 2010 the Company issued 150,000 shares of common stock for shares outstanding as a subscription payable balance at December 31, 2009.

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

Issuance pursuant to Form S-8

On July 1, 2009, we filed a registration statement on Form S-8, whereby we registered a total of 240,270 shares. Pursuant to the Form S-8, we issued 240,270 shares to Stoecklein Law Group for legal services.

As of December 31, 2009, we had no further shares of our common stock available to be issued under the Consultant Stock Plan.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the year ended December 31, 2009.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

OVERVIEW OF CURRENT OPERATIONS

During 2009, we received (“ETL”) certification on our first “green” product; the Viridian Truly Tankless water heater. The ETL Listed Mark is a safety and quality certification accepted by AHJs and retailers across North America as a product's mark of compliance to applicable electrical, gas and other safety standards. The tankless water heaters can be used for whole-house applications. Since the first debut of the Viridian Tankless water heater we have showcased the product in various shows throughout the country. We anticipate upon proper funding to be able to begin production during 2010.

Result of Operations for the Years Ended December 31, 2009 and 2008

As a result of our acquisition of NSI in 2008, the financial statements for the years ended December 31, 2009 and 2008 are not directly comparable as the Company had previously been pursing a different line of business during the first half of 2008 than what we are currently pursuing in 2009. Additionally, 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 for the year ended December 31, 2009 compared to the year ended December 31, 2008.

	Years Ended December 31,						Increase/
	2009			2008			(Decrease)

General and administrative	$	227,031		$	254,949			(11	%)

Professional fees		838,747			3,302,203			(75	%)

Promotional and marketing		101,401			106,580			22	%

Salaries (total)		310,962			1,080,454			(132	%)

Depreciation		12,422			8,553			45	%

Net operating (loss)	$	(1,490,563	)	$	(4,752,739	)		(69	%)

General and Administrative expenses:

The general and administrative expenses decreased 11% from $254,949 during the year ended December 31, 2008 as compared to $227,031 for the year ended December 31, 2009. The primary decrease in general and administrative expenses was due to the Company’s reduction of its overhead. During 2009 we were able to control overhead by moving into a smaller warehouse and reducing our office and administrative costs. As we begin production and bring our products to market, we expect to incur higher general and administrative expenses.

Professional fees:

During the year ended December 31, 2009, we incurred $838,747 in professional fees, of which we expensed approximately $571,340 in stock based compensation. In contrast, we incurred $3,302,203 in professional fees, of which we expensed approximately $1,895,644 in stock based compensation for the year ended December 31, 2008. This amounted to a $2,463,456 decrease from the year ended December 31, 2009 to that of the year ended December 31, 2008. Professional fees were primarily made up of stock being issued to multiple consultants for services performed for the Company. In comparison we incurred less professional fees in 2009 compared to 2008 as a result of the diminishing fair market value of our common stock in relation to fixed contractual obligations to be paid in shares of common stock and common stock options. We expect that we will experience higher professional fees as we continue to utilize consultants’ services.

Salaries and wages:

Our total salary expenses for the year ended December 31, 2009 decreased by 132% as compared to the same period of 2008. Our decline was a result of the resignation of one of our employees and the dismissal of another during 2009. We currently only employee our CEO, Jim Cole, however we expect to increase our employment base once we begin production.

Net Operating (Loss):

The net operating loss for the year ended December 31, 2009 was $1,490,563 versus a net loss of $4,752,739 for the year ended December 31, 2008, which was a decrease in net loss of $3,262,176 or 69%. Our total expenses decreased as a result of our inability to bring our product line to market during the housing recession, which has continued through the current period. Ultimately we have had over all decreases in all of our expenses when comparing the two years, with our largest decreases being professional fees and salaries. These reductions in our expenses attribute to the reduced net operating loss. As we continue in our new pursuit of business, we anticipate we will have to incur increased costs associated with our production.

Liquidity and Capital Resources

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

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

Current Assets	$	38,496		$	126,848		$	(88,352	)	(70	%)

Current Liabilities	$	1,822,531		$	1,170662		$	651,869		56	%

Working Capital (Deficit)	$	(1,784,035	)	$	(1,043,814	)	$	740,221		71	%

Cash used in our operating activities totaled $403,528. Our cash position is not currently enough to sustain operations. 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.

On November 2, 2009 the Company received $2,500 from an accredited investor in exchange for 55,556 shares of common stock at $0.045 per share.

Notes Payable

On March 3, 2010 the Company issued a promissory note to a member of the board of directors in exchange for a $5,000 loan. The loan carries a 10% interest rate, maturing on June 3, 2010.

Satisfaction of our cash obligations for the next 12 months.

During the 2009 year, we capitalized our company with the issuance of promissory notes and convertible notes, which had been used for operational expenses. As of December 31, 2009, we had outstanding unsecured loans due on demand with a related party of $196,500 and a secured promissory note for $344,654 issued as settlement in lieu of cash on unpaid accounts payable balances. Additionally, we executed thirteen unsecured promissory notes in the total amount of $370,850.

As of December 31, 2009, we had available cash of $53, which will not be enough to pursue our energy efficient product line of business. With the intention to pursue a line of business focused on energy efficient products during the next twelve months we plan to seek financing opportunities. We plan to seek additional funding for operations through equity and/or debt or other means that may become available to us. If we are not able to receive any additional funds, we cannot continue our proposed business operations.

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 entered into an employment agreement with our Chief Executive Officer, James A. Cole during the second quarter of 2007. The agreement is for a three year term and we agreed to pay Mr. Cole a base salary of $180,000 for the first year, $198,000 for the second year, and $218,000 for the third year of employment. Also, during the second quarter of 2007, we executed an employment agreement with L. Fred Huggins, to serve as our Vice President of Sales and Marketing. Mr. Huggins agreed to serve in this position for two years and we agreed to compensate him a base salary of $150,000 per year. Mr. Huggins resigned from his position during 2009.

During the first quarter of 2008, we entered into a two year employment agreement with a Director of Engineering, whereby the Company has agreed to annual compensation of $115,000 in addition to an allowance of $500 to $1,000 for individual health insurance until the Company could establish a group plan for its employees. Our Director of Engineering was dismissed in 2009 for economic reasons. As we continue under our proposed line of business, we may need to hire additional employees. In the interim, we intend to use the services of independent consultants and contractors to perform various professional services when appropriate. We believe the use of third-party service providers may enhance our ability to contain general and administrative expenses.

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.

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

Recently Issued Accounting Standards

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.

In May 2009, the FASB issued ASC 855-10 entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. ASC 855-10 provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of ASC 855-10 did not have a significant effect on the Company’s financial statements. In connection with preparing the accompanying consolidated financial statements for the years ended December 31, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the Securities and Exchange Commission).

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 beginning January 1, 2009. The adoption of this standard did not have any impact on the Company’s financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-32 of this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our independent auditors on accounting or financial disclosures.

ITEM 9A(T). CONTROLS AND PROCEDURES

Our Chief Executive Officer and Principal Financial Officer, James Cole, 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 that evaluation, Mr. Cole concluded that our disclosure controls and procedures are not effective, which are discussed below in more detail, in timely alerting him to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2009 for the following reasons.

·	We do 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 intend 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.

The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosures, nor does management believe that it had any effect on the accuracy of our financial statements for the current reporting period.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers.

(a) Election of a Director

On December 8, 2009, the Company elected two new Directors to the Board of Directors, Brian Loiselle and Valerie N. Holmes were elected to indefinite terms with compensation to be determined later as the funds become available.

(b) Resignation of an Officer

On March 4, 2009, Mr. Fred Huggins resigned from his position of Vice President of Sales and Marketing. The Company filed a Temporary Restraining Order against Mr. Huggins in the belief that Mr. Huggins violated his employment agreement. Mr. Huggins has responded but the Company believes they will be successful in the action and does not deem the suit to be material. As of the date of this filing, a replacement has not been located for this position.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of the Board of Directors of the Company will serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. Information as to the directors and executive officers of the Company is as follows:

NAME	AGE	POSITION
James Cole	64	Current Chief Executive Officer, Treasurer and Director (1)
Brian L. Loiselle	39	Director (3)
Valerie N. Holmes	56	Director (4)
L. Fred Huggins	60	Vice President of Sales and Marketing (2)

(1)	Upon Mr. Evangelista’s resignation on May 16, 2007, Mr. Cole was appointed as the Company’s CEO, Secretary / Treasurer and Director.

(2)	Mr. L Fred Huggins resigned from his position of Vice President of Sales and Marketing on March 4, 2009.

(3)	Mr. Brian Loiselle was elected to the board of directors on December 8, 2009.

(4)	Mrs. Valerie N. Holmes was elected to the board of directors on December 8, 2009.

Duties, Responsibilities and Experience

James Cole was appointed as the Company’s President, Chief Executive Officer, Secretary, and Treasurer on May 16, 2007. Currently, Mr. Cole serves as the Company’s President, Chief Executive Officer and Treasurer. Additionally, Mr. Cole is a director and Chairman of the Company’s Board of Directors. Mr. Cole has twenty years of experience in raising capital in the public and private sectors as well as seventeen years experience in growing private companies into successful public entities. Since 1996, Mr. Cole has served as the Chief Executive Officer of Datahand Systems, Inc., which develops, manufactures, and markets ergonomic alternative to computer keyboards. Additionally, Mr. Cole was the founder of Hidden Oaks Ventures in 1999, which provides investment and management services to various companies such as Tri-Steel Structures and Applebee’s International, Inc. Prior to his involvement with those entities, Mr. Cole served as senior operations executive and chief financial officer for a publicly traded printing equipment manufacturer. Mr. Cole received his Bachelors of Science and Arts in Accounting and Finance from Indiana University and has a Masters Degree in International Finance from the University of Chicago as well as a Master of Business Administration (MBA) from Emporia State University.

Brian Loiselle was appointed as the Company’s President, Chief Executive Officer, Secretary, and Treasurer on December 8, 2009. Currently, Mr. Loiselle serves as a partner and senior loan officer with Strong Mortgage Solutions. Mr. Loiselle has over fifteen years experience in the financial and building services industry.

Valerie N. Holmes was appointed as the Company’s President, Chief Executive Officer, Secretary, and Treasurer on December 8, 2009.

Election of Directors and Officers.

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Involvement in Certain Legal Proceedings

No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

Currently, Mr. Cole, the Corporation’s Chief Executive Officer, has been named in Mr. Huggins’ countersuit against the Corporation and is the subject of a pending legal proceeding although a motion to have Mr. Cole dismissed has been filed.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires executive officers and directors, and persons who beneficially own more than ten percent of an issuer's common stock, which has been registered under Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of December 31, 2009, they were all current in their filings.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

(1)	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;

(3)	Compliance with applicable governmental laws, rules and regulations;

(4)	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)	Accountability for adherence to the code.

We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our decision to not adopt such a code of ethics is a result of having only two officers and one director operating as the management for the Company. We believe that the limited interaction which occurs having such a small management structure for the Company eliminates the current need for such a code, in that violations of such a code would be reported to the party generating the violation.

Corporate Governance

Director Independence

The Board of Directors has concluded that Director, James Cole is not independent in accordance with the director independence standards of the American Stock Exchange.

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter. Our Board of Directors performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are an initial-stages operating company with limited operations and resources.

Director Nomination Procedures

Generally, nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:

whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company;

2.	whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;

3.	whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member; and

4.	whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service.

The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2009, the Company received no recommendation for Directors from its stockholders.

Audit Committee

Currently, we do not have an Audit Committee. At this time, the board of directors will perform the necessary functions of an Audit Committee, such as: recommending an independent registered public accounting firm to audit the annual financial statements; reviewing the independence of the independent registered public accounting firm; review of the financial statements and other required regulatory financial reporting; and reviewing management’s policies and procedures in connection with its internal control over financial reporting.

Additionally, we do not have a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. However, at such time the Company has the financial resources a financial expert will be hired.

Compensation Committee

We currently do not have a compensation committee of the board of directors. Until a formal committee is established our board of directors will review all forms of compensation provided to our executive officers, directors, consultants and employees, including stock compensation. The Board makes all compensation decisions for the Executives and approves recommendation regarding equity awards to all elected officers of Noble. Decisions regarding the non-equity compensation of other executive officers are made by the Board.

Compensation Philosophy and Objectives

The Board believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by Noble, and which aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of Noble and only having two executive officers, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends on establishing a Compensation Committee to evaluate both performance and compensation to ensure that Noble maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. The Board believes executive compensation packages provided by Noble to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

Stockholder Communications

Any shareholder communications to the Board should be forwarded to the attention of the Company’s Secretary at our offices at 8380 S. Kyrene Rd.; Unit #104, Tempe, Arizona 85284. Our Secretary will review any communication received from a shareholder, and all material communications from shareholders will be forwarded to the Chairman of the Board, the Board of Directors, or other individual directors as appropriate.

ITEM 11. EXECUTIVE COMPENSATION

The table below summarizes the total compensation paid or earned by our executive officer, James A. Cole, and our vice president of sales and marketing, L. Fred Huggins, for the fiscal years ended December 31, 2009 and 2008, respectively. Our directors did not receive any compensation.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	All Other Compensation ($)	Total ($)
James A. Cole
CEO/President/ Director (3)	2008 2009	$69,757 $44,114	$210,054 (4) -0-	$150,000 (5) -0-	-0- -0-	$429,811 $44,114

L. Fred Huggins
Former Vice President of Sales and Marketing (6)	2008 2009	$74,198 $4,644	$320,000 (7) -0-	$64,500 (8) $10,000 (2)	-0- -0-	$458,698 $14,644

(1)	The amounts shown in this column reflect the expense recognized for financial statement reporting purposes for the fiscal year ended December 31, 2009 and 2008, in accordance with FASB ASC 718-10-30-2.

(2)	On February 4, 2009 the Company issued 10,000 shares of free trading common stock, with a fair market value of $10,000 as compensation.

(3)

Upon Mr. Evangelista’s resignation, Mr. Cole was appointed as the Company’s CEO, Secretary / Treasurer and Director. Mr. Cole executed a three year employment agreement. For the year ended December 31, 2009, the Company accrued an expense of $260,029 as compensation for Mr. Cole pursuant to his agreement. For the year ended December 31, 2008, the Company accrued an expense of approximately $76,943 as compensation for Mr. Cole.

(4)	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 is represented in the table above. The total shares disclosed is adjusted for the 1:20 reverse split of common stock that occurred on May 20, 2008.

(5)	Mr. Cole was granted shares 400,000 shares of its 6% series A non-convertible preferred stock as payment on accrued wages.

(6)

Mr. L. Fred Huggins was appointed as Vice President of Sales and Marketing on May 21, 2007. Mr. Huggins executed a two year employment agreement. For the year ended December 31, 2009, the Company accrued an expense of $116,664 as compensation for Mr. Huggins pursuant to his agreement. For the year ended December 31, 2008, the Company accrued an expense of approximately $103,107 as compensation for Mr. Huggins. On March 4, 2009, Mr. Huggins resigned from his position.

(7)	The Company issued 500 shares of its common stock as a bonus for services performed by Mr. Huggins. The fair market value of the shares is represented in the table above. The total shares disclosed is adjusted for the 1:20 reverse split of common stock that occurred on May 20, 2008.

(8)	Mr. Huggins received shares of free trading stock in lieu of cash on accrued salaries. The fair market value of the shares is represented in the table above.

(9)	Pursuant to Mr. Huggins employment agreement, he was to receive $600 a month for an auto allowance and approximately an additional $626 a month for health insurance.

Employment Agreements and Compensation

James A. Cole

On May 16, 2007, Noble entered into an employment agreement (“Employment Agreement”) with James Cole, to serve as its President. The Employment Agreement is for three years commencing on May 16, 2007 and expiring on May 17, 2010. Mr. Cole is entitled to the following compensation pursuant to the Employment Agreement; however, subsequent to the employment agreement being executed, the Company completed a 1:20 reverse stock split so any issuances occurring after the reverse split pursuant to the agreement would be adjusted proportionately.

·	Noble has agreed to pay Mr. Cole a base salary of $180,000 for his first year of employment; $198,000 for his second year of employment; and $218,000 for his third year of employment.

·	As a one time bonus, Mr. Cole received 100,000 shares of Noble’s common stock.

In addition to the basic salary, Noble agreed to give Mr. Cole a stock bonus of 100,000 shares of its common stock upon Noble beginning its first production run of products. Mr. Cole is entitled to an additional 100,000 shares of Noble’s common stock upon Noble achieving its first $1 million of sales. Finally, Mr. Cole will receive another 100,000 shares of Noble’s common stock as a bonus upon Noble achieving $5 million in sales.

·	Mr. Cole is entitled to two cash bonuses of $50,000 each upon completion of Noble’s product and upon the first legitimate sale and shipment of its product to its first customer.

·	Noble may terminate the agreement at any time, if termination, is for “cause” as defined in the Employment Agreement.

·	Mr. Cole may terminate the agreement by giving the Registrant 30 days prior written notice.

L. Fred Huggins

On May 21, 2007, Noble entered into an employment agreement (“Employment Agreement”) with L. Fred Huggins, to serve as its Vice President of Sales and Marketing. The Employment Agreement is for two years commencing on May 21, 2007 and expiring on May 21, 2009. On March 4, 2009, Mr. Huggins resigned from his position with the Company. Mr. Huggins was entitled to the following compensation pursuant to the Employment Agreement; however, subsequent to the employment agreement being executed, the Company completed a 1:20 reverse stock split so any issuances occurring after the reverse split pursuant to the agreement would be adjusted proportionately.

·	Noble has agreed to pay Mr. Huggins a base salary of $150,000 per year, which will be reviewed annually in accordance with Noble’s regular practice for members of its Senior Management.

·	Mr. Huggins was granted 10,000 shares of Noble’s common stock.

An additional 10,000 shares of Noble’s common stock either through the issuance of restricted stock or options approved by the Board of Directors will be granted to Mr. Huggins each year on the anniversary of his employment. The shares or options will be vested upon the one year anniversary of the granting of the shares.

·	Noble has agreed to give Mr. Huggins incentive and/or bonus compensation, which will be determined and developed by Noble at a later date but will be based primarily on sales achieved by Noble.

·	Noble has agreed to give Mr. Huggins an automobile allowance of $600 per month. Additionally, Noble will give Mr. Huggins an allowance of $500 to $1000 per month to cover the cost of an individual health insurance program until Noble has established a life and health insurance plan.

Noble may terminate the agreement if Mr. Huggins breaches the employment agreement and the Registrant must provide written notification of the termination and give 60 days notice. Mr. Huggins may terminate the agreement at any time provided he notifies the Board of Directors in writing at least 60 days prior to the termination date.

Termination of Employment

We entered into employment agreements with Mr. James Cole, our chief executive officer. Pursuant to the employment agreement with Mr. Cole, he has agreed that for a period of two years after the termination of the employment agreement, he will not without the prior written consent of Noble’s board of directors directly or indirectly compete with Noble’s business. In the event that Mr. Cole dies during the term of the employment agreement, Noble will pay to the estate of Mr. Cole any earned salary through the last day of the calendar month of his death.

Compensation Committee

We currently do not have a compensation committee on the board of directors. Until a formal committee is established our entire board of directors will review all forms of compensation provided to our executive officers, directors, consultants, and employees, including stock compensation.

Equity Awards

On February 4, 2009 the Company issued 10,000 shares of free trading common stock, with a fair market value of $10,000 as compensation to Mr. L. Fred Huggins, our vice president of sales and marketing.

During the year ended December 31, 2008 we issued 8,079 shares of our common stock to Mr. James Cole, our chief executive officer, and issued 20,500 shares to Mr. L. Fred Huggins, our vice president of sales and marketing. The amounts represented above have been adjusted for the 1:20 reverse stock split that occurred on May 20, 2008.

Director Compensation and Other Arrangements

As a result of having limited resources we do not currently have an established compensation package for board members.

Board Committees

We do not currently have any committees of the Board of Directors, as our Board consisted of one member during the year ended December 31, 2009. Additionally, due to the nature of our intended business, the Board of Directors does not foresee a need for any committees in the foreseeable future.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock on April 15, 2010, held by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on 18,558,419 shares of common stock outstanding as of April 15, 2010.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within 60 days after April 15, 2010 through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.

Name of Officer or Director (1)	Number of Common Shares (2)		Percent Beneficially Owned (3)
James Cole, Chief Executive Officer and Director		1,449,329		8	%
L. Fred Huggins Vice President of Sales and Marketing (4)		284,250		2	%
Directors and Officers as a Group		1,733,579		9	%

(1)

As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). The address of each person is in the care of the Company.

(2)	Shares reflected are post 1:20 reverse split that occurred in May 2008.

(3)	Figures are rounded to the nearest percent.

(4)	On March 4, 2009, Mr. Huggins resigned from his position.

Name of Beneficial Owners (1)	Number Of Common Shares (2)		Percent Beneficially Owned (3)
Cellinium Group, LLC 4815 E. Carefree Highway #108-621 Cave Creek, AZ 85331		1,145,831		6	%
Winfield Exclusive Fund I, LLC 2275 E. Camelback Rd. Ste 400 Phoenix, AZ 85016		690,000		4	%
All Beneficial Owners as a Group		1,835,831		10	%

(1)	As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

(2)	Shares reflected are post 1:20 reverse split that occurred in May 2008.

(3)	Figures are rounded to the nearest percent.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

James Cole

The Company repaid approximately $140 of previous loans to its Chief Executive Officer, James Cole in the second quarter of 2008 due to the consolidation of the Noble Systems, Merger, whereby Mr. Cole was also the sole officer and director of Noble Systems. As a result of the merger with Noble Systems, $68,824 in a note payable offset the $68,824 note receivable to Noble Systems.

Furthermore, during the second quarter of 2008, we issued 8,079 shares of its common stock as a bonus for services performed by Mr. Cole as well as 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.

Fred Huggins

During the first quarter of 2009, we issued a total of 10,000 shares of free trading common stock to the Company’s Vice President of Sales and Marketing as payment in lieu of cash on accrued salaries.

During the fourth quarter of 2008, we issued a total of 20,000 shares of free trading common stock to the Company’s Vice President of Sales and Marketing as payment in lieu of cash on accrued salaries.

Significant Shareholders

In April 2008, we issued 3,900 shares valued at $117,000 as repayment on previous loans from significant stockholders to fund current operations. In addition, we issued 22,525 shares of our common stock as financing costs for services provided to these significant stockholders.

During the third quarter of 2008, we granted 250,000 options upon the execution of a consulting agreement with significant shareholders, whereby the options are exercisable at $0.40 per share over a five year term as well as 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. Additionally, we issued 250,000 free trading S-8 shares, valued at $1,375,000 for consulting services by significant shareholders.

During the fourth quarter of 2008, we issued 150,000 shares of its free trading common stock to significant shareholders in accordance with a consulting agreement for services rendered.

During the year ended, 2008, we also received net proceeds of $226,500 from significant shareholders to fund current operations. These unsecured promissory notes are non-interest bearing and due on demand.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) AUDIT FEES

The aggregate fees billed for professional services rendered by M&K CPA, PLLC., for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2009 and 2008 were $19,000 and $-0-, respectively.

The aggregate fees billed for professional services rendered by Lawrence Scharfman & Co., CPA P.C., for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2009 and 2008 were $10,000 and $33,000, respectively.

(2) AUDIT-RELATED FEES

The aggregate fees billed by M&K CPA, PLLC., for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements for the fiscal years 2009 and 2008 were $-0- and $-0-, respectively.

(3) TAX FEES

The aggregate fees billed by M&K CPA, PLLC. for professional services rendered by the principal accountant for the fiscal years 2009 and 2008 were $-0- and $-0-, respectively.

The aggregate fees billed by Lawrence Scharfman & Co., CPA P.C. for professional services rendered by the principal accountant for the fiscal years 2009 and 2008 were $-0- and $-0-, respectively.

(4) ALL OTHER FEES

There were no other fees to be billed by M&K CPA, PLLC. for the fiscal years 2009 and 2008 other than the fees described above.

There were no other fees to be billed by Lawrence Scharfman & Co., CPA P.C. for the fiscal years 2009 and 2008 other than the fees described above.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee.

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Not applicable.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

1.	The financial statements listed in the "Index to Financial Statements" at page F-1 are filed as part of this report.

2.	Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3.	Exhibits included or incorporated herein: See index to Exhibits.

(b) 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

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

Stock Certificate Specimen

SB-2

4(c)

8/27/04

4.2

Certificate of Designation of Series A Preferred Stock

8-K

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

Certification pursuant to Section 302 of the Sarbanes-Oxley Act

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

99.1

Press Release Announcing Viridian Tankless Water Heater as top product for 2008 by leading building industry magazine

99.2

Press Release Announcing Brody Hanssen to the Executive Advisory Board

99.3

Press Release Announcing Viridian Tankless Water Heater displayed at International Building Industry Show

99.4

Press Release Announcing Viridian Tankless Water Heater displaying at Kitchen and Bath Industry Show

99.5

Press Release Announcing Viridian Tankless Water Heater displaying at Connection 2009 PHCC Convention

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

NOBLE INOVATIONS, INC.

By:	James Cole, President

Date: April 15, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
	President, Director, Secretary, Treasurer	April 15, 2010
James Cole


	Principal Executive Officer, Principal Financial Officer	April 15, 2010
James Cole

NOBLE INNOVATIONS, INC.

INDEX TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2008 AND 2007

	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2

CONDENSED CONSOLIDATED BALANCE SHEETS		F-3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		F-4

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY		F-5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		F-8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		F-10 – F-32

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Noble Innovations, Inc.

We have audited the accompanying balance sheets of Competitive Companies, Inc. as of December 31, 2009 and 2008 and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Noble Innovations, Inc. as of December 31, 2009 and 2008, and the results of its operations, changes in stockholders’ equity (deficit) and cash flows for the periods then in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

April 15, 2010

F-2

Noble Innovations, Inc.

(Development Stage Company)

Consolidated Balance Sheets

	December 31,
	2009			2008
Assets				(Restated)

Current assets:
Cash	$	53		$	71,660
Inventory		38,443			55,188
Total current assets		38,496			126,848

Equipment, net		51,922			64,344

Other Assets:
Deposits		-			31,100

Total assets	$	90,418		$	222,292

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Accounts payable	$	320,794		$	386,881
Accrued expenses		154,326			113,597
Accrued salaries, officer		260,029			76,943
Accrued salaries		153,253			126,557
Notes payable, related party		542,654			226,500
Notes payable, net of discount of $16,953 and $128,894
at December 31, 2009 and 2008, respectively		352,397			201,106
Deposits payable		39,078			39,078
Total current liabilities		1,822,531			1,170,662

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 400,000 shares issued and outstanding
at December 31, 2009 and 2008, respectively		400			400
Common stock, $0.001 par value, 50,000,000 shares authorized
15,807,308 and 12,504,340 shares issued and outstanding
at December 31, 2009 and 2008, respectively		15,807			12,504
Subscriptions payable, 621,111 and 15,000 shares
at December 31, 2009 and 2008, respectively		18,572			16,500
Additional paid-in capital		8,397,089			7,247,655
(Deficit) accumulated during development stage		(10,163,981	)		(8,225,429	)
Total stockholders' equity (deficit)		(1,732,113	)		(948,370	)

Total liabilities and stockholders' (deficit)	$	90,418		$	222,292

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

F-3

Noble Innovations, Inc.

(Development Stage Company)

Consolidated Statements of Operations

							September 27, 2002
	For the year ended December 31,						(Inception) toDecember 31,
	2009			2008			2009
				(Restated)			(Restated)

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

Expenses:
General and administrative		227,031			254,949			617,687
Professional fees		838,747			3,302,203			5,766,085
Promotional and marketing		101,401			106,580			289,468
Salaries, officer		227,200			409,254			1,198,954
Salaries		83,762			671,200			1,012,692
Depreciation		12,422			8,553			20,975
Total expenses		1,490,563			4,752,739			8,905,861

Net operating (loss)		(1,490,563	)		(4,752,739	)		(8,901,993	)

Other income (expense):
Interest income		-			-			3
Interest expense		(210,124	)		(41,355	)		(251,479	)
Financing costs		(237,865	)		(2,129,405	)		(1,010,512	)
Total other income (expense)		(447,989	)		(2,170,760	)		(1,261,988	)


Net (loss)	$	(1,938,552	)	$	(6,923,499	)	$	(10,163,981	)

Weighted average number of common
shares outstanding - basic and fully diluted		13,712,903			6,601,141

Net (loss) per share - basic & fully diluted	$	(0.14	)	$	(1.05	)

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

F-4

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	)

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)

Shares issued for cash		-		-		172,800			173			485,922			16,500					502,595

Shares issued for services
services provided		400,000		400		552,911			552			4,455,977			-					4,456,929

F-5

Shares issued for merger	-	-	11,528,129	11,528	91,455	-			102,983

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

Beneficial conversion feature	-	-	-	-	57,450	-			57,450

Imputed interest on related party debt	-	-	-	-	14,150	-			14,150

Prior period adjustment (See Note 10)							(2,518,693	)	(2,518,693	)

Restated net loss for the period							(4,404,806	)	(4,404,806	)


Balance, December 31, 2008
(as restated)	400,000	$	400	12,504,340	$	12,504	$	7,247,655	$	16,500	$	(8,225,429	)	$	(948,370	)

Shares issued for cash	-		-	779,678		778		278,121		1,044					279,943

Shares issued for
services provided	-		-	2,045,030		2,047		512,626		1,028					515,701

Options granted for services
provided, related party	-		-	-		-		145,207		-					145,207

Options granted for services provided	-		-	-		-		37,799		-					37,799

Beneficial conversion feature	-		-	-		-		43,861		-					43,861

Imputed interest on related party debt	-		-	-		-		21,942		-					21,942

Shares issued for conversion of debt	-		-	478,260		478		109,878		-					110,356

Net loss for the period												(1,938,552	)		(1,938,552	)

Balance, December 31, 2009	400,000	$	400	15,807,308	$	15,807	$	8,397,089	$	18,572	$	(10,163,981	)	$	(1,732,113	)

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

F-6

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

	For the year ended						September 27, 2002
	December 31,						(Inception) to
	2009			2008			December 31, 2009
				(Restated)			(Restated)
Cash flows from operating activities
Net (loss)	$	(1,938,552	)	$	(6,923,499	)	$	(10,163,981	)
Adjustments to reconcile net (loss) to
net cash used in operating activities:
Depreciation		12,422			8,553			20,975
Convertible note issued for services		50,000			-			50,000
Shares issued for services, related party		-			3,090,304			3,588,304
Shares issued for services		398,334			873,960			1,272,294
Shares issued for financing costs		22,210			96,897			119,107
Amortization of beneficial conversion feature		271,609			36,995			308,604
Options granted for services		183,006			1,793,045			1,976,051
Decrease (increase) in assets:
Inventory		16,745			(18,770	)		(38,443	)
Other assets		31,100			(11,900	)		-
Increase (decrease) in liabilities:
Accounts payable		278,567			81,521			665,448
Accrued expenses		61,249			95,144			174,846
Accrued salaries, officer		183,086			(20,557	)		211,917
Accrued salaries		26,696			77,169			201,365
Deposits payable		-			20,650			39,078
Net cash used in operating activities		(403,528	)		(800,488	)		(1,574,435	)

Cash flows from investing activitites
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		6,500			530,000			706,027
Payments on demand notes, related party		(35,000	)		(287,343	)		(322,343	)
Proceeds from notes payable		95,500			333,924			429,424
Payments on notes payable		(6,150	)		-			(6,150	)
Proceeds from the sale of common stock		271,071			293,900			802,128
Repurchase of common stock		-			-			(2,500	)
Donated capital		-			-			6,500
Net cash provided by financing activities		331,921			870,481			1,613,086

Net increase (decrease) in cash		(71,607	)		65,368			(74	)
Cash - beginning		71,660			6,165			-
Cash acquired in merger		-			127			127
Cash - ending	$	53		$	71,660		$	53

Supplemental disclosures:
Interest paid	$	2,850		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash investing and financing activities:
Stock issued for note payable conversion	$	11,020		$	117,000		$	128,020
Stock issued for financing costs	$	22,210		$	96,897		$	119,107
Stock issued for merger	$	-		$	48,377,144		$	48,377,144
Beneficial conversion feature	$	65,683		$	48,994		$	114,677
Stock issued for subscriptions payable	$	10,328		$	-		$	10,328

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

F-7

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Note 1 – Nature of business and significant accounting policies

Nature of business

We were incorporated in the State of Nevada in September of 2002 as XSInventory. In February 2003, we formed Creative Excess, Inc., as a wholly owned subsidiary, to become an online liquidator of products through eBay. On May 16, 2007, we obtained majority consent of our stockholders and changed our name from XSInventory to Noble Innovations, Inc. (“Noble”) in anticipation of changing our business plan.

Basis of presentation

The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US currency have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.

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.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Creative Excess, Inc. ("Creative") and Noble Systems, Inc. (“NSI”). All significant inter-company accounts and transactions have been eliminated.

Reclassifications

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

Use of estimates

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

F-8

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Impairment of long-lived assets

The Company’s long-lived assets are reviewed annually for impairment and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In 2009 and 2008, no impairment losses were identified.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an annual impairment test. The Company performs an annual impairment test during the fourth quarter of each fiscal year, or more frequently if impairment indicators are present. The Company operates in one operating segment, and this segment comprises its only reporting unit. No impairment losses were identified and expensed at December 31, 2009 and 2008, respectively. The Company, however, would have recognized an impairment on goodwill in the amount of $48,274,161 at December 31, 2008, but due to the related party nature of the acquisition the amount was recognized as additional paid in capital and there was no impact to the statement of operations.

Income taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Fair value of Financial Instruments

Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.

F-9

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Fixed assets

Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Manufacturing equipment	7 years
Office equipment	3-7 years

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

Advertising Costs

The Company expenses the cost of advertising as incurred. Advertising expense was $-0- and $37,312 for the years ended December 31, 2009 and 2008, respectively.

Basic and diluted loss per share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For 2009 and 2008, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-based compensation

The Company adopted FASB guidance on stock based compensation on October 1, 2005. Under FASB ASC 718-10-30-2, 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. Stock and stock options issued for services and compensation totaled $603,550 and $2,803,742 for the years ended December 31, 2009 and 2008, respectively.

Recently Issued Accounting Pronouncements

F-10

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Note 2 – Going concern

The accompanying 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. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, and incurred substantial costs and expenses in those efforts. As a result, the Company incurred accumulated net losses from September 27, 2002, (inception) through the year ended December 31, 2009 of $10,163,981, had a working capital deficiency of $1,784,035 at December 31, 2009, and have realized continued losses from cash used for operating activities. In addition, the Company’s development activities since inception have been financially sustained through equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. 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.

Note 3 – Business combination

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

F-11

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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

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

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

Recognized amounts of identifiable assets
acquired and liabilities assumed:
Cash	$	127
Equipment		34,172
Note receivable, related party		68,684
Intangible assets, patents		48,274,161
Total identifiable net assets	$	48,377,144

	1 The fair value of the 600,000 common shares issued as part of the consideration paid for 5% of NSI was determined on the basis of the closing market price of NII’s common shares on the issuance date of April 23, 2008.
	2 The fair value of the 11,498,129 common shares issued as part of the consideration paid for the remaining 95% of NSI was determined on the basis of the closing market price of NII’s common shares on the acquisition date of June 18, 2008.
	3 The consideration paid in excess of the fair value of assets acquired and liabilities assumed has been allocated towards the identifiable intangible patents acquired. The estimated net future cash flows from these patents are deemed to be approximately $3,000,000 annually based on management’s opinion at the time of acquisition.

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

F-12

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

	For the year ending December 31, 2008

	(Unaudited)
Expenses:
General and administrative	$	255,098
Professional fees		3,307,951
Promotional and marketing		100,131
Salaries, officer		409,254
Salaries		671,200
Depreciation		13,025
Total Expenses		4,756,659

Net operating (loss)		(1,923,709	)

Other expenses:
Interest expense		(45,374	)
Financing costs		(2,129,405	)
Impairment of goodwill		(48,274,161	)
Total other expenses		(50,448,940	)

Net (loss)	$	(55,205,599	)

Weighted average number of common shares
Outstanding – basic and fully diluted		11,951,136

Net (loss) per share – basic and fully diluted (a)	$	(4.62	)

(a) Adjusted to reflect a 1 for 20 reverse split of the common stock effective May 20, 2008.

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

Note 4 – Related party

From time to time the Company has unpaid expense reimbursements due to its CEO included in accounts payable. The unpaid expense reimbursements total $-0- as of December 31, 2009.

F-13

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

On December 31, 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 428% and a call option value of $0.199, was $498.

On October 8, 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 413% and a call option value of $0.2411, was $18,079.

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.

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 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.

The Company has also incurred expenses for consulting services provided from significant shareholders. As of December 31, 2009 the invoices total $81,138 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.

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. During the year ended December 31, 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 due of $196,500. A portion of these debts are disputed, however the full potential liability has been recorded.

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.

F-14

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 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 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 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 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 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 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 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 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.

F-15

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 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 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 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. 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 $227,200 and $409,254 as executive compensation during the years ended December 31, 2009 and 2008, respectively.

Note 5 – Inventory

Inventory at December 31, 2009 and 2008, consisted of the following:

F-16

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Note 6 – Equipment

Equipment consisted of the following:

	December 31,
	2009			2008

Manufacturing equipment	$	38,725		$	38,725
Office equipment		34,172			34,172
Total assets		72,897			72,897

Less accumulated depreciation		(20,975	)		(8,553	)
	$	51,922		$	64,344

Depreciation expense totaled $12,422 and $8,553 for 2009 and 2008, respectively.

Note 7 – Other assets

Other assets consist of the following:

	December 31,
	2009		2008

Security deposit on lease	$	-	$	15,000
Deposit on trade shows		-		16,100
	$	-	$	31,100

Note 8 – Notes payable, related parties

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

F-17

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

	December 31,
	2009		2008
Related party – secured convertible promissory note, bearing interest at 12%, matures on June 30, 2010 for unpaid accounts payable invoices due to the Company’s major vendor and warehouse lessor. The principal is convertible into shares of common stock at a price equal to the lesser of the average price of the Company’s common stock for the fifteen (15) trading days prior to the maturity date, or the greater of $0.10 per share. Accrued interest is convertible into shares of common stock at a price equal to the lesser of the average price of the Company’s common stock for the fifteen (15) trading days prior to the maturity date, or $0.03 per share, whichever is greater.	$	344,654	$	-

Related party – unsecured promissory note carries a 10% interest rate, maturing on March 23, 2010. The principal is convertible into shares of common stock at a price equal to seventy percent (70%) of the average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date, or $0.05 per share, whichever is greater.		1,500		-

Related party - unsecured debenture, due on demand for operating expenses advanced from significant shareholders. The debenture is non-interest bearing.		196,500		226,500
Total debt		542,654		226,500
Less: current portion		542,654		226,500
Long-term debt, less current portion	$	-	$	-

Note 9 – Notes payable

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

	December 31,		December 31,
	2009		2008
Unsecured, promissory note, bearing interest at 10%, maturing on December 4, 2010. The principal is convertible into shares of common stock at a price equal to seventy percent (70%) of the average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date, or $0.10 per share, whichever is greater.	$	3,000	$	-

Unsecured, promissory note, bearing interest at 10%, maturing on October 19, 2010. The principal is convertible into shares of common stock at a price equal to seventy percent (70%) of the average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date, or $0.10 per share, whichever is greater.		2,500		-

F-18

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Unsecured, promissory note, bearing interest at 10%, maturing on May 6, 2010. The principal is convertible into shares of common stock at a price equal to seventy percent (70%) of the average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date, or $0.10 per share, whichever is greater.	10,000	-

Unsecured, promissory note, bearing interest at 10%, maturing on February 12, 2010. The principal is convertible into shares of common stock at a price equal to seventy percent (70%) of the average price of the Company’s common stock for the thirty (30) trading days prior to the maturity date, or $0.05 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	-

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 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.	100,000	100,000

F-19

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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. 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. 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

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.	23,850	30,000

F-20

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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

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

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

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		369,350		330,000
Less: discount on beneficial conversion feature		16,953		128,894
Less: current portion		352,397		201,106
Long-term debt, less current portion	$	-	$	-

F-21

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 $220,000 between the value attributed to the debt of $161,966 and the value attributed to the common stock issued of $46,906.

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 ($14,349) as of December 31, 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 6,331,575 shares at December 31, 2009.

During the years ended December 31, 2009 and 2008, the Company recorded financial expenses in the amount of $184,150 and $36,995, respectively, attributed to the amortization of the aforementioned debt discount.

As of December 31, 2009, 478,260 shares were issued pursuant to debt conversion in exchange for a total of $110,356, including principal and interest.

F-22

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Note 10 – Commitments and contingencies

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 December 31, 2009.

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 has 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, which was applied to unpaid rents when the agreement was terminated during 2009.

On January 1, 2008, the Company entered into a two year employment agreement with a Director of Engineering. Pursuant to the agreement, the Company had agreed to pay an annual compensation in the amount of $115,000. In addition, the Company had 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. The agreement was terminated on June 8, 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.

Lease expense totaled $94,733 and $82,695 during 2009 and 2008, respectively.

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 had agreed to pay Mr. Huggins annual compensation in the amount of $150,000. Further the Company had agreed to issue 500 shares of its common stock valued at $48,000 which will be amortized over the two year term of the agreement. Additionally Mr. Huggins would have been granted an additional 500 shares at each one year anniversary date of his employment. On March 12, 2009 Mr. Huggins resigned as Vice President of Sales & Marketing. The Company is currently in negotiations with Mr. Huggins to satisfy his unpaid compensation. The Company does not believe the results of this will be unfavorable and the accrued compensation is not materially misstated at December 31, 2009.

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.

F-23

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

Note 11 – 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.

On December 16, 2009 the Company granted 200,000 shares as a stock subscription in accordance with the default provisions of a convertible debenture issued on December 16, 2008. The fair market value of the subscription payable is $6,000.

On December 12, 2009 the Company granted 60,000 shares as a stock subscription in accordance with the default provisions of a convertible debenture issued on December 12, 2008. The fair market value of the subscription payable is $1,200.

On November 12, 2009 the Company received proceeds of $10,000 in exchange for the sale of 150,000 shares of the Company’s common stock and an unsecured convertible note, which carries a 10% interest rate, maturing on February 12, 2010. The principal and accrued interest is convertible into shares of common stock at a price equal to seventy percent (70%) of the average price of the Company’s common stock for the thirty (30) trading days prior to the conversion or $0.05 per share, whichever is greater. The 150,000 shares were recorded as a subscription payable at November 12, 2009 as a finance expense and were valued at $5,122. The shares remain unissued as of April 15, 2010. A beneficial conversion discount valued at $4,878 was recorded against the debt to present the bifurcation of the conversion feature between debt and equity.

On November 9, 2009 the Company received proceeds of $10,000 in exchange for the sale of 100,000 shares of the Company’s common stock and an unsecured convertible note, which carries a 10% interest rate, maturing on May 6, 2010. The principal and accrued interest is convertible into shares of common stock at a price equal to seventy percent (70%) of the average price of the Company’s common stock for the thirty (30) trading days prior to the conversion or $0.10 per share, whichever is greater. The 100,000 shares were recorded as a subscription payable at November 9, 2009 as a finance expense and were valued at $3,750. The shares were issued on February 5, 2010. A beneficial conversion discount valued at $3,750 was recorded against the debt to present the bifurcation of the conversion feature between debt and equity.

On November 2, 2009 the Company received $2,500 from an accredited investor in exchange for 55,556 shares of common stock at $0.045 per share.

On October 28, 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.

F-24

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

On October 22, 2009 the Company issued 43,750 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 $3,500 based on the closing price of the Company’s common stock on the grant date.

On October 22, 2009 the Company issued 50,000 shares of restricted common stock as payment for consulting services. The fair market value of the shares was $4,000 based on the closing price of the Company’s common stock on the grant date.

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 September 28, 2009 the Company received a total of $50,400 from three accredited investors in exchange for a total of 224,000 shares of common stock at $0.25 per share.

On September 3, 2009 the Company received $45,000 from an accredited investor in exchange for 333,334 shares of common stock at $0.15 per share.

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.

On August 19, 2009 the Company issued 478,260 shares of restricted common stock as a financing fee. The fair market value of the shares totaled $104,029 based on the closing price of the Company’s common stock on the grant date.

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.

F-25

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 July 8, 2009 the Company received a total of $8,000 from three accredited investors in exchange for a total of 32,000 shares of common stock at $0.25 per share.

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 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.

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 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.

F-26

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 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 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 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 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 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.

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

F-27

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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

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

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.

F-28

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 as a finance expense and were valued at $2,915. 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.

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 as a finance expense and were valued at $3,223. 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.

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 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 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.

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.

F-29

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 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 $0.75 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. 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 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. 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 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.

F-30

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 September 5, 2008 the Company issued 7,300 shares, valued at $43,800 for consulting services.

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

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 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.

F-31

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 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 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 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 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.

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 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.

F-32

Nobel Innovations, Inc.

(Development Stage Company)

Notes to Consolidated Financial Statements

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 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.

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.

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 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.

December 31,

Raw Materials