UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 Form
10-Q
 
 x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For
the quarterly period ended September 30,
2008
 
  ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission
file number 333-118632
 
 NOBLE
INNOVATIONS, INC
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              
              71-0934772(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)
 
 3044
      North 33rd
      AvenuePhoenix,
      AZ
              
              85017(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 Registrant's
telephone number:  (602)
455-0507
 
 Copies of
Communications to:
 Stoecklein
Law Group
 402 West
Broadway,
 Suite
690
 San
Diego, CA 92101
 (619)
704-1310
 Fax (619)
704-1325
 
 Indicate
by check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes  x     No   ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange
Act.
 
 Large
      accelerated filer   ̈
              Accelerated
      filer   ̈Non-accelerated
      filer   ̈ (Do not check if
      a smaller reporting company)
              Smaller
      reporting company  x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes   ̈     No  x
 
 The
number of shares of Common Stock, $0.001 par value, outstanding on November 14,
2008, was 12,205,340 shares.
  
  PART
I – FINANCIAL INFORMATION
 
 Item
1. Financial Statements.
 
 Noble
      Innovations, Inc.(a
      Development Stage Company)Condensed
      Consolidated Balance SheetsSeptember
      30,
              
              
              December
      31,2008
              
              
              2007Assets
              
              (Unaudited)Current
      assets:Cash
              
              $
              397
              
              
              $
              6,165Prepaid
      expenses
              
              
              6,949
              
              
              
              -Inventory
              
              
              87,058
              
              
              
              36,418Total
      current assets
              
              
              94,404
              
              
              
              42,583Equipment,
      net
              
              
              67,385
              
              
              
              34,100Other
      assets:Intangible
      assets, patents
              
              
              48,274,161
              
              
              
              -Deposits
              
              
              35,500
              
              
              
              19,200Total
      other assets
              
              
              48,309,661
              
              
              
              19,200Total
      assets
              
              $
              48,471,450
              
              
              $
              95,883Liabilities
      and Stockholders' (Deficit)Current
      liabilities:Accounts
      payable
              
              $
              120,589
              
              
              $
              314,775Accrued
      expenses
              
              
              104,557
              
              
              
              18,453Accrued
      salaries, officer
              
              
              27,143
              
              
              
              97,500Accrued
      salaries
              
              
              148,613
              
              
              
              49,388Notes
      payable
              
              
              200,000
              
              
              
              -Notes
      payable, related party
              
              
              195,500
              
              
              
              169,527Deferred
      Income
              
              
              39,078
              
              
              
              18,428Total
      current liabilities
              
              
              835,480
              
              
              
              668,071Stockholders'
      (deficit):Preferred
      stock, $0.001 par value, 10,000,000 shares authorized400,000
      and -0- shares issued and outstanding, respectively
              
              
              400
              
              
              
              -Common
      stock, $0.001 par value, 50,000,000 shares authorized,12,205,340
      and 250,500 shares issuedand
      outstanding, respectively (a)
              
              
              12,205
              
              
              
              251Additional
      paid-in capital
              
              
              51,743,334
              
              
              
              349,656(Deficit)
      accumulated during development stage
              
              
              (4,119,969
              )
              
              
              (922,095
              )47,635,970
              
              
              
              (572,188
              )Total
      liabilities and stockholders' (deficit)
              
              $
              48,471,450
              
              
              $
              95,883(a)
      Adjusted to reflect a 1 for 20 reverse split of the common stock effective
      May 20, 2008.
 
 The
accompanying notes are an integral part of these financial
statements.
  2
  Noble
      Innovations, Inc.(a
      Development Stage Company)Condensed
      Consolidated Statements of Operations(Unaudited)For
      the three months ended
              
              
              For
      the nine months ended
              
              
              September
      27, 2002September
      30,
              
              
              September
      30,
              
              
              (Inception)
      to2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              September
      30, 2008Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              55,069Cost
      of goods sold
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              51,201-
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,868Expenses:General
      and administrative
              
              
              48,879
              
              
              
              7,670
              
              
              
              150,831
              
              
              
              10,055
              
              
              
              286,539Professional
      fees
              
              
              423,589
              
              
              
              15,500
              
              
              
              1,180,078
              
              
              
              35,000
              
              
              
              1,456,255Promotional
      and marketing
              
              
              37,228
              
              
              
              10,000
              
              
              
              88,178
              
              
              
              10,000
              
              
              
              171,279Salaries,
      officer
              
              
              87,300
              
              
              
              41,250
              
              
              
              471,954
              
              
              
              41,250
              
              
              
              678,204Salaries
              
              
              131,815
              
              
              
              19,500
              
              
              
              611,915
              
              
              
              19,500
              
              
              
              836,645Depreciation
              
              
              3,041
              
              
              
              -
              
              
              
              5,512
              
              
              
              -
              
              
              
              5,512Total
      expenses
              
              
              731,852
              
              
              
              93,920
              
              
              
              2,508,468
              
              
              
              115,805
              
              
              
              3,434,434Net
      operating (loss)
              
              
              (731,852
              )
              
              
              (93,920
              )
              
              
              (2,508,468
              )
              
              
              (115,805
              )
              
              
              (3,430,566
              )Other
      income (expenses):Interest
      income
              
              
              -
              
              
              
              3
              
              
              
              -
              
              
              
              3
              
              
              
              3Interest
      expense
              
              
              (2,822
              )
              
              
              -
              
              
              
              (2,822
              )
              
              
              -
              
              
              
              (2,822
              )Financing
      costs
              
              
              (10,834
              )
              
              
              -
              
              
              
              (686,584
              )
              
              
              -
              
              
              
              (686,584
              )Total
      other income (expenses)
              
              
              (13,656
              )
              
              
              3
              
              
              
              (689,406
              )
              
              
              3
              
              
              
              (689,403
              )Net
      (loss)
              
              $
              (745,508
              )
              
              $
              (93,917
              )
              
              $
              (3,197,874
              )
              
              $
              (115,802
              )
              
              $
              (4,119,969
              )Weighted
      average number of common sharesoutstanding
      - basic and fully diluted
              
              
              1,835,940
              
              
              
              617,791
              
              
              
              4,693,359
              
              
              
              792,073Net
      (loss) per share - basic & fully diluted (a)
              
              $
              (0.41
              )
              
              $
              (0.15
              )
              
              $
              (0.68
              )
              
              $
              (0.15
              )(a)
      Adjusted to reflect a 1 for 20 reverse split of the common stock effective
      May 20, 2008.
 
 The
accompanying notes are an integral part of these financial
statements.
  3
  Noble
      Innovations, Inc.(a
      Development Stage Company)Statement
      of Changes in Stockholders' Equity(Deficit)AccumulatedPreferred
      Stock
              
              Common
      Stock
              Additional
              
              Unamortized
              
              During
              TotalPaid-in
              
              share-based
              Subscriptions
              Development
              Stockholders'Shares
              
              Amount
              
              Shares
              Amount
              Capital
              
              compensation
              Payable
              Stage
              Equity-
              
              $
              -
              
              -
              $
              -
              $
              -
              $
              -
              $
              -
              $
              -
              $
              -September
      27, 2002 (inception)to
      December 31, 2002
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (325)
              
              (325)-
              
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              (325)
              
              (325)Founders
      sharesissued
      for cash
              -
              
              
              -
              
              202,500
              
              203
              
              29,797
              
              -
              
              -
              
              
              
              30,000Year
      ended
                December
      31, 2003
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (27,604)
              
              (27,604)-
              
              
              -
              
              202,500
              
              203
              
              29,797
              
              -
              
              -
              
              (27,929)
              
              2,071
  4
  
 Noble
      Innovations, Inc.(a
      Development Stage Company)Statement
      of Changes in Stockholders' Equity (Continued)(Deficit)AccumulatedPreferred
      Stock
              
              Common
      Stock
              
              Additional
              Unamortized
              
              
              
              During
              TotalPaid-in
              share-based
              
              Subscriptions
              
              Development
              Stockholders'Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              compensation
              
              Payable
              
              Stage
              EquityFounders
      sharesissued
      for cash
              -
              
              
              -
              
              302,500
              
              
              302
              
              60,198
              -
              
              
              -
              
              
              60,500Year
      ended
                December
      31, 2004
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (44,000)
              (44,000)-
              
              
              -
              
              505,000
              
              
              505
              
              89,995
              -
              
              
              -
              
              (71,929)
              18,571Founders
      sharesissued
      for cash
              -
              
              
              -
              
              89,798
              
              
              90
              
              17,870
              -
              
              
              -
              
              
              17,960Year
      ended
                December
      31, 2005
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (38,000)
              (38,000)-
              
              
              -
              
              594,798
              
              
              595
              
              107,865
              -
              
              
              -
              
              (109,929)
              (1,469)
  5
  
 Noble
      Innovations, Inc.(a
      Development Stage Company)Statement
      of Changes in Stockholders' Equity (Continued)(Deficit)AccumulatedPreferred
      Stock
              
              Common
      Stock
              Additional
              
              Unamortized
              
              During
              TotalPaid-in
              
              share-based
              Subscriptions
              Development
              Stockholders'Shares
              
              Amount
              
              Shares
              Amount
              Capital
              
              compensation
              Payable
              Stage
              EquityFounders
      sharesissued
      for cash
              -
              
              
              -
              
              128,487
              
              128
              
              25,569
              
              -
              
              5,000
              
              
              
              30,697Donated
      capital
              
              
              
              
              
              
              
              
              
              6,500
              
              -
              
              -
              
              
              
              6,500Shares
      issued for cashin
      private placement
              -
              
              
              -
              
              245,000
              
              245
              
              97,755
              
              -
              
              -
              
              
              
              98,000Year
      ended
                December
      31, 2006
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (65,594)
              
              (65,594)-
              
              
              -
              
              968,285
              
              968
              
              237,689
              
              -
              
              5,000
              
              (175,523)
              
              68,134Shares
      issued for previouslyreceived
      funds
              -
              
              
              -
              
              25,000
              
              25
              
              4,975
              
              -
              
              (5,000)
              
              
              
              -Shares
      issued for previouslyreceived
      funds
              -
              
              
              -
              
              5,500
              
              6
              
              497,994
              
              (389,250)
              
              -
              
              
              
              108,750Shares
      purchasedand
      cancelled
              -
              
              
              -
              
              (748,285)
              
              (748)
              
              (1,752)
              
              -
              
              -
              
              
              
              (2,500)Year
      ended
                December
      31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (746,572)
              
              (746,572)-
              
              $
              -
              
              250,500
              $
              251
              $
              738,906
              $
              (389,250)
              $
              -
              $
              (922,095)
              $
              (572,188)
  6
  
 Noble
      Innovations, Inc.(a
      Development Stage Company)Statement
      of Changes in Stockholders' Equity (Continued)(Deficit)AccumulatedPreferred
      Stock
              
              Common
      Stock
              Additional
              
              Unamortized
              
              During
              TotalPaid-in
              
              share-based
              Subscriptions
              Development
              Stockholders'Shares
              
              Amount
              
              Shares
              Amount
              Capital
              
              compensation
              Payable
              Stage
              EquityShares
      issued forservices
      provided
              -
              
              
              -
              
              5,000
              
              5
              
              319,995
              
              43,500
              
              -
              
              
              
              363,500Shares
      issued
                for
      servicesprovided,
      related parties
              -
              
              
              -
              
              10,000
              
              10
              
              639,990
              
              -
              
              -
              
              
              
              640,000Three
      months ended March 31, 2008
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,233,326)
              
              (1,233,326)-
              
              $
              -
              
              265,500
              $
              266
              $
              1,698,891
              $
              (345,750)
              $
              -
              $
              (2,155,421)
              $
              (802,014)Shares
      issued for cash
              
              
              
              
              
              5,900
              
              6
              
              135,494
              
              
              
              -
              
              
              
              135,500Shares
      issued
                for
      servicesprovided,
      related parties
              400,000
              
              
              400
              
              30,604
              
              31
              
              1,035,374
              
              43,500
              
              -
              
              
              
              1,079,305Shares
      issued for notes payableconversion,
      related party
              
              
              
              
              
              3,900
              
              4
              
              116,996
              
              -
              
              -
              
              
              
              117,000Shares
      issued for merger
              
              
              
              
              
              11,528,129
              
              11,528
              
              48,365,616
              
              -
              
              -
              
              
              
              48,377,144Shares
      issued for roundingdue
      to reverse stock split
              
              
              
              
              
              7
              
              -
              
              -
              
              -
              
              -
              
              
              
              -Six
      months ended
                June
      30, 2008
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,219,040)
              
              (1,219,040)400,000
              
              $
              400
              
              11,834,040
              $
              11,834
              $
              51,352,371
              $
              (302,250)
              $
              -
              $
              (3,374,461)
              $
              47,687,894
  7
  
 Noble
      Innovations, Inc.(a
      Development Stage Company)Statement
      of Changes in Stockholders' Equity (Continued)(Deficit)AccumulatedPreferred
      Stock
              
              Common
      Stock
              Additional
              
              Unamortized
              
              During
              TotalPaid-in
              
              share-based
              Subscriptions
              Development
              Stockholders'Shares
              
              Amount
              
              Shares
              Amount
              Capital
              
              compensation
              Payable
              Stage
              EquityShares
      issued for cash
              
              
              
              
              
              54,000
              
              54
              
              107,946
              
              
              
              -
              
              
              
              108,000Shares
      issued for servicesprovided,
      related parties
              -
              
              
              -
              
              260,000
              
              260
              
              1,429,740
              
              (1,255,112)
              
              -
              
              
              
              174,888Shares
      issued forservices
      provided
              -
              
              
              -
              
              47,300
              
              47
              
              263,753
              
              (74,100)
              
              -
              
              
              
              189,700Shares
      issued forfinancing
      costs
              
              
              
              
              
              10,000
              
              10
              
              64,990
              
              (54,166)
              
              -
              
              
              
              10,834Options
      granted for servicesprovided,
      related party
              
              
              
              
              
              -
              
              -
              
              1,681,292
              
              (1,471,130)
              
              -
              
              
              
              210,162Nine
      months ended September 30, 2008
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (745,508)
              
              (745,508)400,000
              
              $
              400
              
              12,205,340
              $
              12,205
              $
              54,900,092
              $
              (3,156,758)
              $
              -
              $
              (4,119,969)
              $
              47,635,970
 
 The
accompanying notes are an integral part of these financial
statements.
 
  8
  
 Noble
      Innovations, Inc.(a
      Development Stage Company)Condensed
      Consolidated Statements of Cash Flows(Unaudited)For
      the nine months ended
              
              
              September
      27, 2002September
      30,
              
              
              (Inception)
      to2008
              
              
              2007
              
              
              September
      30,Cash
      flows from operating activitiesNet
      (loss)
              
              $
              (3,197,874
              )
              
              $
              (115,802
              )
              
              $
              (4,119,969
              )Adjustments
      to reconcile net (loss) tonet
      cash (used) by operating activities:Depreciation
              
              
              5,512
              
              
              
              -
              
              
              
              5,512Shares
      issued for services, related party
              
              
              1,617,692
              
              
              
              -
              
              
              
              1,726,442Shares
      issued for services
              
              
              829,700
              
              
              
              21,750
              
              
              
              829,700Shares
      issued for conversion of notes payable
              
              
              117,000
              
              
              
              -
              
              
              
              117,000Shares
      issued for financing costs
              
              
              10,834
              
              
              
              -
              
              
              
              10,834Options
      granted for services
              
              
              210,162
              
              
              
              -
              
              
              
              210,162Decrease
      (increase) in assets:Prepaid
      expenses
              
              
              (6,949
              )
              
              
              -
              
              
              
              (6,949
              )Inventory
              
              
              (50,640
              )
              
              
              (8,639
              )
              
              
              (87,058
              )Deposits
              
              
              (16,300
              )
              
              
              -
              
              
              
              (35,500
              )Increase
      (decrease) in liabilities:Accounts
      payable
              
              
              (194,186
              )
              
              
              19,454
              
              
              
              120,589Accrued
      expenses
              
              
              86,104
              
              
              
              11,669
              
              
              
              104,557Accrued
      salaries, officer
              
              
              (70,357
              )
              
              
              -
              
              
              
              27,143Accrued
      salaries
              
              
              99,225
              
              
              
              -
              
              
              
              148,613Deferred
      income
              
              
              20,650
              
              
              
              -
              
              
              
              39,078Net
      cash (used) by operating activities
              
              
              (539,427
              )
              
              
              (71,568
              )
              
              
              (909,846
              )Cash
      flows used in investing activitiesPurchase
      of equipment
              
              
              (4,625
              )
              
              
              -
              
              
              
              (38,725
              )Net
      cash used by investing activities
              
              
              (4,625
              )
              
              
              -
              
              
              
              (38,725
              )Cash
      flows from financing activitiesProceeds
      from notes payable, related parties
              
              
              499,000
              
              
              
              4,750
              
              
              
              668,527Payments
      on notes payable, related parties
              
              
              (404,343
              )
              
              
              -
              
              
              
              (404,343
              )Proceeds
      from notes payable
              
              
              200,000
              
              
              
              -
              
              
              
              200,000Proceeds
      from the sale of common stock
              
              
              243,500
              
              
              
              -
              
              
              
              480,657Repurchase
      of common stock
              
              
              -
              
              
              
              (2,500
              )
              
              
              (2,500
              )Donated
      capital
              
              
              -
              
              
              
              -
              
              
              
              6,500Net
      cash provided by financing activities
              
              
              538,157
              
              
              
              2,250
              
              
              
              948,841Net
      increase (decrease) in cash
              
              
              (5,895
              )
              
              
              (69,318
              )
              
              
              270Cash,
      beginning
              
              
              6,165
              
              
              
              70,557
              
              
              
              -Cash
      acquired in merger
              
              
              127
              
              
              
              -
              
              
              
              127Cash,
      ending
              
              $
              397
              
              
              $
              1,239
              
              
              $
              397Supplemental
      disclosures:Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non
      cash disclosures:Shares
      issued for merger (11,528,129 shares)
              
              $
              48,377,144
              
              
              $
              -
              
              
              $
              48,377,144
 
 The
accompanying notes are an integral part of these financial
statements.
 
  9
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  Note
1 - Basis of Presentation
 
 The
unaudited condensed consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and reflect
all adjustments which, in the opinion of management, are necessary for a fair
presentation.  All such adjustments are of a normal recurring
nature.  The results of operations for the interim period are not
necessarily indicative of the results to be expected for a full
year.  Certain amounts in the prior year statements have been
reclassified to conform to the current year presentations.  The
statements should be read in conjunction with the form 10-K for the year ended
December 31, 2007 of Noble Innovations, Inc. (“The Company”).
 
 On May
16, 2007, the Company changed its name from XSInventory to Noble Innovations,
Inc. (NII).
 
 Note
2 – Going concern
 
 The
accompanying condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern which contemplates
the recoverability of assets and the satisfaction of liabilities in the normal
course of business. Our ability to continue as a going concern is dependent upon
attaining profitable operations based on the development of products that can be
sold.  We intend to use borrowings and security sales to mitigate the
effects of our cash position, however, no assurance can be given that debt or
equity financing, if and when required, will be available.  The
accompanying financial statements do not include any adjustments that might be
required should the Company be unable to recover the value of its assets or
satisfy its liabilities should we be unable to continue in
existence.
 
 Note
3 – Business combination
 
 On June
18 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
merger provides NII 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 NII
will continue with the application process and have the patent assigned from NSI
to NII.
 
 Pursuant
to SFAS 141 (R), the Company has recognized the identifiable assets acquired and
liabilities assumed as follows:
  10
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  
 June
      18, 2008Consideration:Equity
      instruments (600,000 shares issued of NII1)
              
              $
              660,000Equity
      instruments (11,498,107 shares issued of NII2)
              
              
              47,717,144Fair
      value of total consideration exchanged
              
              $
              48,377,144Recognized
      amounts of identifiable assetsacquired
      and liabilities assumed:Cash
              
              $
              127Equipment
              
              
              34,172Note
      receivable, related party
              
              
              68,684Intangible
      assets, patents
              
              
              48,274,161Total
      identifiable net assets
              
              $
              48,377,1441
      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,
      2008.3The 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 or January 1, 2007 are as
follows:
  11
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  
 Combined
      Pro Forma:For
      the nine months ending September 30, 2008
              
              
              For
      the nine months ending September 30, 2007(Unaudited)
              
              
              (Unaudited)Expenses:General
      and administrative
              
              $
              150,831
              
              
              $
              174,038Research
      and Development
              
              
              -
              
              
              
              423,482Professional
      fees
              
              
              1,180,078
              
              
              
              102,891Promotional
      and marketing
              
              
              88,178
              
              
              
              121,435Salaries,
      officer
              
              
              471,954
              
              
              
              215,045Salaries
              
              
              611,915
              
              
              
              100,942Depreciation
              
              
              5,512
              
              
              
              2,499Total
      Expenses
              
              
              2,508,468
              
              
              
              1,140,332Net
      operating (loss)
              
              
              (2,508,468
              )
              
              
              (1,140,332
              )Other
      income (expenses):Interest
      income
              
              
              -
              
              
              
              3Interest
      expense
              
              
              ( 2,822
              )
              
              
              -Financing
      costs
              
              
              (686,584
              )
              
              
              -Total
      other income (expense)
              
              
              (689,406
              )
              
              
              3Net
      (loss)
              
              $
              (3,197,874
              )
              
              $
              (1,140,329
              )Weighted
      average number of common sharesoutstanding
      – basic and fully diluted
              
              
              4,693,359
              
              
              
              792,073Net
      (loss) per share – basic and fully diluted (a)
              
              $
              (0.68
              )
              
              $
              (1.44
              )
 
 (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
 
 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 one time payment of $2,500 and in exchange for
the return all of his outstanding shares totaling 14,965,695.
  12
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  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 100,000
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 300,000 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 Company has
expensed $384,654 as executive compensation during the six month period ending
June 30, 2008.  The compensation in excess of the employment agreement
is a result of the fair market value of certain stock awards issued as
bonuses.
 
 On May
21, 2007, the Company entered into a two year eOn May 21, 2007, the Company
entered into a two year mployment agreement with L. Fred Huggins to serve as its
Vice President of Sales and Marketing. Pursuant to the agreement, the Company
has agreed to pay Mr. Huggins annual compensation in the amount of $150,000.
Further the Company has agreed to issue 10,000 shares of its common stock valued
at $48,000 which will be amortized over the two year term of the agreement.
Additionally Mr. Huggins will be granted an additional 10,000 shares at each one
year anniversary date of his employment.  The Company has expensed
$63,500 as compensation during the six month period ending June 30,
2008.
 
 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.
 
 During
the six month period ending June 30, 2008, the Company issued 3,900 shares
valued at $117,000 as repayment on previous loans, and received additional net
proceeds of $126,500 from significant shareholders to fund current operations.
The unsecured promissory notes are non-interest bearing and due on
demand.
 
 During
the six month period ending June 30, 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 April
17, 2008 the Company issued 22,525 shares of its common stock to significant
shareholders as a financing cost for services provided. The fair market value of
the shares was $675,750.
 
 On April
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.
 
  13
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  On June
12, 2008 the Company issued 400,000 shares of its 6% series A non-convertible
preferred stock as payment on accrued wages. The shares carry a mandatory
12-month redemption clause in which the shares may be redeemed for cash at a
rate of $0.60 per share. The fair market value of the shares was
$150,000.
 
 On
September 18, 2008the Company issued 250,000
free trading S-8 shares, valued at $1,375,000 for consulting services to
significant shareholders. The cost is amortized over the eighteen month period
in which the services are to be performed. The Company expensed $76,389 during
the nine months ending September 30, 2008.
 
 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 July
8, 2008 the Company granted 250,000 options upon the execution of a consulting
agreement to significant shareholders, exercisable at $0.40 per share over a
five year term. The estimated value using the Black-Scholes pricing Model was
$1,681,292 and will be amortized as the services are performed over the two year
agreement. The Company expensed $210,162 in the nine months ending September 30,
2008.
 
 Note
5 – Notes payable
 
 Notes
payable consists of the following at September 30, 2008 and December 31, 2007,
respectively:
 
 2008
              
              
              2007Unsecured
      promissory note, carries a 10% interest rate, maturing on August 12,
      2009.
              
              $
              100,000
              
              
              $
              -Unsecured
      promissory note, carries a 10% interest rate, maturing on August 12, 2009.
      On August 7, 2008the Company issued
      5,000 shares, valued at $32,500, as a financing fee. The financing cost is
      amortized over the one year term of the notes. The Company expensed $5,417
      in the nine months ending September 30, 2008.
              
              
              50,000
              
              
              
              -Unsecured
      promissory note, carries a 10% interest rate, maturing on August 12, 2009.
      On August 7, 2008the Company issued
      5,000 shares, valued at $32,500, as a financing fee. The financing cost is
      amortized over the one year term of the notes. The Company expensed $5,417
      in the nine months ending September 30, 2008.
              
              
              50,000
              
              
              
              -Total
      debt
              
              
              200,000
              
              
              
              -Less:
      current portion
              
              
              200,000
              
              
              
              -Long-term
      debt, less current portion
              
              $
              -
              
              
              $
              -
 
  14
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  Note
6 – Notes payable, related parties
 
 Notes
payable, related party consists of the following at September 30, 2008 and
December 31, 2007, respectively:
 
 2008
              
              
              2007Related
      party - unsecured debenture, due on demand for operating expenses advanced
      from the CEO. The debenture is non-interest bearing.
              
              $
              -
              
              
              $
              169,526Related
      party - unsecured debenture, due on demand for operating expenses advanced
      from significant shareholders. The debenture is non-interest
      bearing.
              
              
              195,000
              
              
              
              -Total
      debt
              
              
              195,000
              
              
              
              169,526Less:
      current portion
              
              
              195,000
              
              
              
              169,526Long-term
      debt, less current portion
              
              $
              -
              
              
              $
              -
 
 Note
7 – Commitment and contingencies
 
 On
January 1, 2008, the Company entered into a two year employment agreement with a
Director of Engineering. Pursuant to the agreement, the Company has agreed to
pay an annual compensation in the amount of $115,000. In addition, the Company
has agreed to provide an allowance of $500 to $1,000 monthly to enroll in an
individual health insurance program until the Company can establish a group plan
for its employees.
 
 On July
31, 2008, the Company entered into a three year agreement to lease 6,402 square
feet of warehouse space to be used for production purposes. The lease commences
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
and prepaid the first monthly lease payment.
 
 Note
8 – Stockholders’ equity
 
 The
Company is authorized to issue 10,000,000 shares of it $0.001 par value
preferred stock and 50,000,000 shares of its $0.001 par value common
stock.
 
 In 2003,
the Company sold to an officer of the Company a total of 4,050,000 shares of its
$0.001 par value common stock for cash totaling $30,000.
 
 In 2004,
the Company sold to an officer of the Company a total of 6,050,000 shares of its
$0.001 par value common stock at for cash totaling $60,500.
 
 In 2005,
the Company sold to an officer of the Company a total of 1,795,960 shares of its
$0.001 par value common stock at for cash totaling $17,960.
  15
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  In 2006,
the Company sold to an officer of the Company a total of 2,569,735 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 4,900,000 shares of its $0.001 par value common
stock for cash totaling $98,000.
 
 In 2007,
the Company issued 500,000 shares of its $0.001 par value common stock to an
officer of the Company for cash totaling $5,000. The cash was received in
2006.
 
 On
January 23, 2007, the Company issued a stock dividend whereby each holder of our
common stock, on the record date of January 22, 2007, received a stock dividend
of four additional shares for every one share held. The total shares outstanding
after the dividend was 19,865,695.
 
 On May
16, 2007, the Company paid the former CEO, Mr. Evangelista, a one time payment
of $2,500 in exchange for the return of all of his outstanding shares totaling
14,965,695.
 
 On May
16, 2007 the Company issued 100,000 shares of its common stock pursuant to an
employment agreement with its President. The fair value of the shares was
$450,000 and will be amortized over the term of the employment agreement. As of
March 31, 2008, the Company recorded expenses of $131,250 as additional
executive compensation, of which $37,500 was expensed during the three month
period ending March 31, 2008.
 
 On May
21, 2007, the Company authorized the issuance of 10,000 shares of its common
stock pursuant to an agreement with it Vice President of sales. The fair value
of the shares was $48,000 and will be amortized over the two year term of the
agreement. As of March 31, 2008, the Company expensed $21,000 as additional
compensation, of which $6,000 was expensed during the three month period ending
March 31, 2008.
 
 On
January 31, 2008 the Company issued 100,000 shares of its common stock as a
bonus for services performed to its Vice President of Sales &
Marketing.
 
 On
January 31, 2008 the Company issued 100,000 shares of its common stock to a
consultant for services rendered in relation to the construction of a device
used for research & development purposes.
 
 On
January 31, 2008 the Company issued 100,000 shares of its common stock to a
consultant for services rendered in relation to the development of a successful
prototype consumer product.
 
 On
January 31, 2008 the Company issued 600,000 shares of its common stock as a
bonus for services performed to its CEO. The bonus was subsequently rescinded
and the shares were cancelled and returned to treasury.
  16
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  On April
17, 2008the Company
issued 3,900 shares valued at $117,000 to significant shareholders as repayment
on previous loans.
 
 On April
17, 2008 the Company issued 22,525 shares of its common stock to significant
shareholders as a financing cost for services provided. The fair market value of
the shares was $675,750.
 
 On April
23, 2008 the Company issued 600,000 shares of its common stock to an individual
for the purchase of a 5% investment in Noble Systems, Inc. a private company.
The shares were valued at $660,000.
 
 On April
24, 2008 the Company issued 8,079 shares of its common stock as a bonus for
services performed to its CEO. The fair market value of the shares was
$210,054.
 
 On April
24, 2008 the Company issued a total of 5,900 shares of common stock as adjusted
for the 20 for 1 reverse stock split on May 20, 2008 at prices ranging from
$0.50 to $3.00 per share to eight accredited investors in exchange for a total
of $135,500 received during the three month period ending March 31,
2008.
 
 On May
20, 2008 the Company performed a reverse stock split of 1:20 shares of common
stock. The Company’s financial statements herein have been adjusted
retroactively to reflect the adjusted shares.
 
 On June
12, 2008 the Company issued 400,000 shares of its 6% series A non-convertible
preferred stock as payment on accrued wages. The shares carry a mandatory
12-month redemption clause in which the shares may be redeemed for cash at a
rate of $0.60 per share. The fair market value of the shares was
$150,000.
 
 On June
13, 2008, the Company issued 22 shares of common stock to various individuals
for fractional shares due to rounding in the reverse stock split on May 20,
2008.
 
 On June
18, 2008 the Company issued 11,498,107 shares of its common stock as part of a
merger with Noble Systems, Inc. (NSI). The Company acquired the remaining
outstanding 95% interest in NSI on a basis of 1.15 shares of Noble Innovations,
Inc. (NII) in exchange for each of the 9,998,354 outstanding shares of NSI. The
fair market value of the shares was $47,717,144. See note 3.
 
 On August
7, 2008the Company
issued 5,000 shares, valued at $32,500, as a financing fee on a $50,000
promissory note. The financing cost is amortized over the one year term of the
notes. The Company expensed $5,417 in the nine months ending September 30,
2008.
 
 On August
7, 2008the Company
issued 5,000 shares, valued at $32,500, as a financing fee on a $50,000
promissory note. The financing cost is amortized over the one year term of the
notes. The Company expensed $5,417 in the nine months ending September 30,
2008.
  17
 Noble
Innovations, Inc.
 (Development
Stage Company)
 Notes to
Condensed Consolidated Financial Statements
 (Unaudited)
  On August
21, 2008the Company
sold 54,000 shares in exchange for a total of $108,000 to seven
shareholders.
 
 On
September 5, 2008the
Company issued 7,300 shares, valued at $43,800 for consulting services. The cost
is amortized over the four month period in which the services are to be
performed. The Company expensed $10,950 in the nine months ending September 30,
2008.
 
 On
September 18, 2008the Company issued 30,000
free trading S-8 shares, valued at $165,000 for legal services
performed.
 
 On
September 18, 2008the Company issued 250,000
free trading S-8 shares, valued at $1,375,000 for consulting services to
significant shareholders. The cost is amortized over the eighteen month period
in which the services are to be performed. The Company expensed $76,389 during
the nine months ending September 30, 2008.
 
 On
September 18, 2008the Company issued 10,000
free trading S-8 shares, valued at $55,000 for consulting services. The cost is
amortized over the four month period in which the services are to be performed.
The Company expensed $13,750 during the nine months ending September 30,
2008.
 
 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.
 
 Note
9 – Options and Warrants
 
 On July
8, 2008 the Company granted 250,000 options upon the execution of a consulting
agreement to significant shareholders, exercisable at $0.40 per share over a
five year term. The estimated value using the Black-Scholes pricing Model was
$1,681,292 and will be amortized as the services are performed over the two year
agreement. The Company expensed $210,162 in the nine months ending September 30,
2008.
 
 Note
10 – Subsequent Events
 
 On
October 6, 2008 the Company granted 100,000 options as part of a consulting
agreement, exercisable at $1.00 per share over a five year term. On October 6,
2008, 25,000 options vested, and the remaining 75,000 options vest in increments
of 25,000 shares every ninety days thereafter.
 
 
  18
  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.
  19
  For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see Item 1A. Risk Factors in this document and in our Annual Report on
Form 10-K for the year ended December 31, 2007.
 
 AVAILABLE
INFORMATION
 
 We file
annual, quarterly and special reports and other information with the SEC that
can be inspected and copied at the public reference facility maintained by the
SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information
regarding the public reference facilities may be obtained from the SEC by
telephoning 1-800-SEC-0330. The Company’s filings are also available through the
SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly
available through the SEC’s website (www.sec.gov). Copies of such materials may
also be obtained by mail from the public reference section of the SEC at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed
rates.
 
 Item
2. Management’s Discussion and Analysis and Plan of Operation
 
 BUSINESS
DEVELOPMENT SUMMARY
 
 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 and hire new management to assist us in establishing new methods of
generating revenues.  As a result of this decision, on May 16, 2007,
we obtained majority consent of our stockholders and changed our name from
XSInventory to Noble Innovations, Inc. in anticipation of changing our business
plan.
 
 In connection with the name change and
the intention to pursue a new line of business, on May 16, 2007, we appointed
James A. Cole to serve as our new Chief Executive Officer of the Company and a
member of our board of directors.  On May 21, 2007, we entered into an
employment agreement with Mr. L. Fred Huggins to serve as our Vice President of
Sales and Marketing.   Upon the change in management the Company
redirected its efforts to pursue energy efficient technology that is classified
as “green” in nature.
 
 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.
  20
  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
OPERATIONS
 
 Since transitioning our business focus
to providing and distributing “green” products, the Company has focused on
pursuing various energy efficient technologies and has begun associating
ourselves with various associations and societies that emphasize innovative,
energy efficient and environmentally sensitive products in the building
community.  During the fourth quarter of 2007, we showcased our first
“green” product of the Viridian Truly Tankless water heater to the building
community at the 2007 Excellence in Building Conference & Expo in St. Paul,
Minnesota.  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.  In addition to displaying the tankless water heater we had
our first sale of products in October 2007, although shipment of the water
heaters has not taken place as of the date of this filing.  We
anticipate upon proper funding being accomplished that we will be able to
complete the shipment of this order during fiscal 2008.
 
 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 agreed to issue 1.15
shares of our common stock for 1 share of Noble Systems issued and outstanding
shares.
 
 Results
of Operations for the three and nine months ended September 30,
2008
 
 As
previously mentioned above, we changed our business focus to pursue a new line
of energy efficient products during the second quarter of 2007.  As a
result of this business change, the financial statements for the three and nine
months ended September 30, 2008 and 2007 are not directly comparable as the
Company had just begun a different line of business during 2007 than what we are
currently pursuing in 2008.  However, our new business plan is still
in the early stage of development.  Therefore, 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 three and nine months ended September 30, 2008 compared to the three and
nine months ended September 30, 2007.
 
  21
  
 Three
      Months Ended
                September
      30,
              
              
              Increase/
                (Decrease)
              
              
              Nine
      Months Ended September 30,
              
              
              Increase/
      (Decrease)2008
              
              
              2007
              
              
              %
              
              
              2008
              
              
              2007
              
              
              %General
      and Administrative Expenses
              
              $
              48,879
              
              
              $
              7,670
              
              
              
              537
              %
              
              $
              150,831
              
              
              $
              10,055
              
              
              
              1,400
              %Professional
      fees
              
              
              423,589
              
              
              
              15,500
              
              
              
              2,633
              %
              
              
              1,180,078
              
              
              
              35,000
              
              
              
              3,272
              %Promotional
      and marketing
              
              
              37,228
              
              
              
              10,000
              
              
              
              272
              %
              
              
              88,178
              
              
              
              10,000
              
              
              
              782
              %Salaries
      and wages (total)
              
              
              219,115
              
              
              
              60,750
              
              
              
              261
              %
              
              
              1,083,869
              
              
              
              60,750
              
              
              
              1,684
              %Depreciation
              
              
              3,041
              
              
              
              --
              
              
              
              --
              
              
              
              5,512
              
              
              
              --
              
              
              
              --Net
      operating (loss)
              
              $
              (731,852
              )
              
              $
              (93,920
              )
              
              
              679
              %
              
              $
              (2,508,468
              )
              
              $
              (115,805
              )
              
              
              2,066
              %
 
 General
and Administrative expenses:
 
 General
and administrative expenses were $48,879 for the three months ended September
30, 2008 versus $7,670 of general and administrative expenses during the three
months ended September 30, 2007.  Additionally, the general and
administrative expenses increased 1,400% from $10,055 during the nine months
ended September 30, 2007 as compared to $150,831 for the nine months ended
September 30, 2008.  The primary increase in general and
administrative expenses was due to the Company’s expansion in the energy
efficient industry, which began in May of 2007.  Prior to May 2007, we
operated our business of acquiring excess inventory and resold the inventory
through various internet channels of distribution, which ultimately did not
incur much general and administrative expense.  However, as we
continue in our new line of business we expect to incur higher general and
administrative expenses as evidenced in the increases shown during the 2008
year.
 
 Professional
fees:
 
 During the three months ended September
30, 2008, we experienced $423,589 in professional fees as compared to $15,500
for the three months ended September 30, 2007.  A significant portion
of the increase during the comparable period relates to our new line of
business.  During the third quarter of 2007, we had just begun to
pursue our new line of business and therefore our professional fees were
significantly less as compared to the third quarter of 2008, whereby we have now
had a year to implement our new business plan.
 
  22
  During the nine months ended September
30, 2008, we incurred $1,180,078 in professional fees in contrast to $35,000 for
the nine months ended September 30, 2007.  This amounted to $1,145,078
increase from the comparable periods in 2008 and 2007.  Professional
fees during the nine month period of 2008 were primarily made up of stock being
issued to multiple consultants for services performed for the
Company.  In comparison we incurred minimal professional fees that
were related to our public offering during the first quarter of
2007.  We expect that we will continue to experience high professional
fees as we continue to utilize consultants’ services.
 
 Salaries
and wages:
 
 Total
salaries and wage expenses, include the expenses associated with our appointed
officers that began with our pursuit of a new line of business in May of
2007.  In conjunction with this transition, we executed two employment
agreements with our newly appointed officers.  Since that time we have
continued to experience higher salary expenses.  For the three months
ended September 30, 2008 we experienced $219,115 in salary expenses versus
$60,750 in salary and wage expenses for the three months ended September 30,
2007.  The third quarter of 2007, was the first complete quarter that
we engaged in our new line of business and had begun paying our officers as a
result of this shift in our business.
 
 Additionally,
our total salary expenses for the nine months ended September 30, 2008 increased
by 1,684% as compared to the same period of 2007.  During the nine
months ended September 30, 2008, we entered into a two year employment agreement
with our Director of Engineering whereby we have agreed to pay $115,000 per
year.  Additionally, during the nine months ended September 30, 2008
we issued 400,000 shares of 6% Series A Non-Convertible Preferred Stock as
payment on accrued wages to Mr. Cole, which had a fair market value of $150,000
at the time of their issuance.
 
 Prior to
changing our business focus in the second quarter of 2007, we did not experience
high salaries and wages expenses as a result of our former officer not being
paid a salary.
 
 Net Operating
(Loss):
 
 The net
operating loss for the three months ended September 30, 2008 was $731,852 versus
a net loss of $93,920 for the three months ended September 30, 2007, which was
an increase in net loss of $637,932.  For the nine months ended
September 30, 2008 our net operating loss increased by
$2,392,663.  Our total expenses increased as a result of our
transition into a new business pursuit during the second half of 2007, which has
continued through the current period.  Over the last nine months ended
September 30, 2008, we have experienced our greatest increase in expenses in
professional fees and general and administrative expenses which in the past had
been minimal.  However, we ultimately have had over all increases in
all of our expenses.  These additional expenses attribute to the
higher net operating loss. As we continue in our new pursuit of business, we
anticipate we will continue to incur increases in our expenses than previously
experienced.
 
  23
  LIQUIDITY
AND CAPITAL RESOURCES
 
 The
following table summarizes total current assets, liabilities and working capital
at September 30, 2008 compared to December 31, 2007.
 
 September
      30, 2008
              December
      31, 2007
              Increase
      / (Decrease)$
              %Current
      Assets
              $94,404
              $42,583
              $  51,821
              122%Current
      Liabilities
              $835,480
              $668,071
              $167,409
              25%Working
      Capital (Deficit)
              $(741,076)
              $(625,488)
              $115,588
              18%
 
 Cash used
in our operating activities totaled $539,427, representing our decrease in cash
balances at September 30, 2008.  As of September 30, 2008, we only had
$397 in cash which is not enough to sustain operations.  However, our
working deficit slightly decreased as a result of obtaining new inventory as a
result of our recent merger with Noble Systems, Inc and a reduction in our
current liabilities for the nine months ended September 30, 2008.  Our
future capital requirements will depend on many factors, including the expansion
of our business in the energy efficient products, established sales of these
products, addition of new revenue sources, cost and availability of third-party
financing for development, and the legal and administrative
expenses.  As we expand our activities in a new business plan, we may
continue to experience net negative cash flows from operations.
 
 During
the second quarter of 2008 we issued 400,000 shares of 6% Series A
Non-Convertible Preferred Stock to Mr. James Cole as payment of his accrued
wages.  The Preferred Stock carries a mandatory 12-month redemption
clause in which the shares may be redeemed for cash at a rate of $0.60 per
share.  Additionally, the holder of the Preferred Stock will be
entitled to a preferred dividend at a rate of 6% per annum, which will be
cumulative and may be paid in cash or additional shares of Preferred Stock at a
price equal to $0.38 per share.
 
 During
the third quarter of 2008, we conducted a private placement of our shares to
accredited investors whereby we sold shares at a price of $2.00 per share and
raised approximately $108,000.  Additionally, we entered into 3
promissory notes with 3 individuals for a total of $200,000.  The
promissory notes are for one year terms with an annual interest rate of ten
(10%) percent.  Upon the maturity of the promissory note, if the note
has not been repaid, we have agreed to issue on the date of maturity restricted
shares of our common stock at a 30% discount to the 30 day average closing price
per share as quoted by Bloomberg LP or equivalent quotation system as
satisfaction for the note.  We believe the capital raised will be
sufficient to fund our short term capital and liquidity
needs.  However, it is anticipated that we will need to sell
additional equity, debt securities, obtain credit facilities from financial
institutions or generate significant earnings from our operations to meet our
long-term liquidity and capital requirements.
  24
  We
anticipate we will incur operating losses in the next twelve months. Our lack of
operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets. To
address these risks, we must, among other things, develop products in our new
line of business, eventually obtain a customer base, implement and successfully
execute our business and marketing strategy, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no assurance that we will be successful in addressing such risks, and the
failure to do so can have a material adverse effect on our business prospects,
financial condition and results of operations.
 
 Operation
Plan
 
 Satisfaction
of our cash obligations for the next 12 months.
 
 In the
past, we have capitalized our company with loans from officers and related
parties, which had been used for operational expenses.  As of
September 30, 2008, we had outstanding unsecured loans due on demand with a
related party of $195,500.  During the three months ended September
30, 2008, we also entered into 3 one-year promissory notes for approximately
$200,000.  These unsecured promissory notes have an annual interest
rate of 10%.
 
 Prior to
changing our business line in the second quarter of 2007, the Company had
originally received its initial capitalization through the sale of our common
stock registered under an SB-2 registration in the amount of $98,000. We
utilized those funds for our corporate organization, payment of audit fees,
inventory purchases, general and administrative expenses, and payment of
employee salaries.
 
 As of
September 30, 2008, we had available cash of $397, 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 any product research and development that we will perform for the term of the
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.
 
  25
  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 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.
 
 During
the first quarter of 2008, we entered into a 2 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 can establish a group plan for its
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 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, changes in financial condition, revenues or
expenses, results or operations, liquidity, capital expenditures or capital
resources that is material to investors.
  26
  Critical
Accounting Policies and Estimates
 
 Stock-Based
Compensation
 
 In
December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the
approach in SFAS No. 123(R) is similar to the approach described in SFAS No.
123. However, SFAS No. 123(R) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values. Pro forma disclosure is no longer an
alternative. The Company adopted SFAS No. 123 (R) during the fourth quarter of
2005. Stock and stock options issued for services and compensation totaled
$108,750 and $-0- for the years ended December 31, 2007 and 2006,
respectively.
 
 Recent
Accounting Pronouncements
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted. The adoption of
this statement is not expected to have a material effect on the Company’s
financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No. 133,”
(SFAS “161”) as amended and interpreted, which requires enhanced disclosures
about an entity’s derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted, but not expected.
 
  27
  In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that
a non-controlling interest in a subsidiary is equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods beginning after December 15, 2008. The adoption of SFAS 160 is not
expected to have a material impact on the Company’s financial position, results
of operation or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”.
SFAS 141 (Revised) establishes principals and requirements for how an acquirer
of a business recognizes and measures in its financial statements, the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree. This statement also provides guidance for recognizing
and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. The
guidance will become effective for the fiscal year beginning after December 15,
2008. The adoption of SFAS 141 is not expected to have a material impact on
the Company’s financial position, results of operation or cash
flows.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS
No. 159 allows the company to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. SFAS 159
is effective for fiscal years beginning after November 15, 2007. The adoption of
SFAS 159 is not expected to have a material impact on the Company’s financial
position, results of operation or cash flows.
 
 Item
3. Quantitative and Qualitative Disclosure About Market Risk
 
 This item is not applicable as we are
considered a smaller reporting company.
 
 Item
4T. Controls and Procedures
 
 Evaluation
of Disclosure Controls and Procedures
 
 Our Chief Executive Officer and
Principal Financial Officer, Mr. James Cole, has evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by this report.  Based on the evaluation, Mr. Cole concluded that our
disclosure controls and procedures are not effective in timely alerting him to
material information relating to us (including our consolidated subsidiaries)
required to be included in our periodic SEC filings and ensuring that
information required to be disclosed by us in the reports we file or submit
under the Act is accumulated and communicated to our management, including our
principal financial officer, or person performing similar functions, as
appropriate to allow timely decisions regarding required disclosure, for the
following reasons:
  28
  
 ·
              The
      Company does not have an independent board of directors or audit committee
      or adequate segregation of duties;
 ·
              All
      of our financial reporting is carried out by our financial
      consultant;
 ·
              We
      do not have an independent body to oversee our internal controls over
      financial reporting and lack segregation of duties due to the limited
      nature and resources of the
Company.
 
 We plan
to rectify these weaknesses by implementing an independent board of directors
and hiring of additional accounting personnel once we have additional resources
to do so.
 
 Changes
in Internal Control Over Financial Reporting
 
 There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal
quarter that have materially affected, or reasonably likely to materially
affect, our internal control over financial reporting.
 
 PART
II – OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are not presently a party
to any material litigation, nor to the knowledge of management is any litigation
threatened against us, which may materially affect us.
 
 Item
1A. Risk Factors
 
 Risks
Relating to an Investment in Noble
 
 We
have no operating history in the energy efficient industry and there can be no
assurance that we will be successful in this industry.
 
 Our proposed operations are subject to
all of the risks inherent in the establishment of a new business, including
insufficient capital, unforeseen problems, and expenses and complications
encountered with the early phases of operations in a business. Moreover, our
lack of an operating history in the energy efficient industrymakes
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.
  29
  During
the quarter ended June 30, 2008 we executed an acquisition and plan of merger
agreement.  The acquired company and Noble Innovations has not
operated as a combined entity and are not fully
integrated.  Additionally, we may acquire other companies in the
future, which we may not be able to integrate them successfully.
 
 On June 18, 2008, we executed an
acquisition and plan of merger agreement with Noble Systems
Incorporated.  We may in the future also look to acquire additional
companies that are consistent with our business plan of energy efficient
products.  Each acquisition is subject to customary closing
conditions; including the completion of due diligence reasonably satisfactory to
us, the negotiation and execution of a definitive agreement, required regulatory
approvals, and the acquired company providing audited financial statements as
required by SEC rules and regulations.  We may not be able to complete
these acquisitions if we are not satisfied with our due diligence investigation,
if we are unable to negotiate definitive agreements, if we cannot obtain the
required regulatory approvals, or if the companies to be acquired cannot
provided the required audited financial statements.
 
 Further, even if we are able to
successfully complete any proposed acquisitions, the company to be acquired will
have been operated as separate independent entity and we may not be able to
integrate the operations of that business successfully or institute the
necessary systems and procedures, including accounting and financial reporting
systems, to manage the combined enterprise on a profitable basis.  Our
management may not be able to manage the combined entity effectively or to
successfully implement our operating strategies.  Any inability to
integrate Noble Systems Incorporated or any other future entities successfully
would have a material adverse effect on our business, financial condition and
results of operations.
 
 We
anticipate that our “green” products will be sold to new residential and
commercial construction 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.  The strength of residential
and commercial construction depends on new housing starts and business
investment, which are a function of many factors beyond our control, including
interest rates, employment levels, availability of credit and consumer
confidence.  Downturns in these markets could result in lower revenues
and lower profitability.  New housing starts declined in 2006, which
have continued through 2008 and the pace may continue at lower levels than
previously expected or decline further.
 
 Our
auditor’s report reflects the fact that without realization of additional
capital, it would be unlikely for us to continue as a going
concern.
 
  30
  Our
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. We have suffered losses from operations during
our operating history and our ability to continue as a going concern is
dependent upon obtaining future profitable operations. Although management
believes that the proceeds from the sale of securities, together with funds from
operations, will be sufficient to cover short-term anticipated cash
requirements, we may be required to seek additional capital to fund future
growth and expansion. No assurance can be given that such financing will be
available or, if available, that it will be on commercially favorable terms.
Moreover, favorable financing may be dilutive to investors.
 
 We
will need additional capital in the future to finance our operations, which we
may not be able to raise or it may only be available on terms unfavorable to us
or our stockholders, which may result in our inability to fund our working
capital requirements and harm our operational results.
 
 We
believe that current cash on hand and the other sources of liquidity will not be
sufficient enough to fund our anticipated expansion of operations through fiscal
2008.  We anticipate that we will require up to approximately
$5,000,000to fund
our anticipated expansion of operations in energy efficient “green” products
over the next twelve months.  Additional capital will be required to
effectively support the operations and to otherwise implement our overall
business strategy.
 
 Additional
financing might not be available on terms favorable to us, or at all. If
adequate funds were not available or were not available on acceptable terms, our
ability to fund our operations, take advantage of unanticipated opportunities,
develop or enhance our business or otherwise respond to competitive pressures
would be significantly limited.
 
 An
inability to access capital readily or on terms favorable to us could impair our
ability to fund operations and could jeopardize our financial
condition.
 
 Access
to funds is essential to our anticipated energy efficient products
business.  In the future we may need to incur debt or issue equity in
order to fund our working capital requirements, as well as to make acquisitions
and other investments.  Our access to funding sources could be
hindered by many factors.
 
 The
markets for our “green” products are highly competitive and revenues could
decline if we are unable to respond to competition.
 
 We anticipate that our products will
compete in highly competitive markets and will compete based on product design,
quality of products and services, product performance, maintenance costs, and
overall price.  We will compete with manufacturers and distributors
located in the United States and throughout the world.  Some of our
competitors have greater financial, marketing, manufacturing, and distribution
resources than we do.  We cannot assure that our products and services
will compete successfully with those of our competitors or that we will be able
to acquire a strong customer base to establish profit margins.  These
risks could materially and adversely affect our financial condition, results of
operations, and cash flows.
  31
  Results
of operations could be impacted by product liability lawsuits and
claims.
 
 Through the distribution of the
tankless water heaters, we anticipate that these products could expose us to
potential product liability risks that are inherent in the design, manufacture,
and sale of the products.  Currently, we do not maintain product
liability insurance but intend to pursue policies regarding
this.  However, we cannot assure you that we will be able to locate
and maintain a policy with acceptable terms or that the insurance policy will
provide adequate protection against potential liabilities.  In the
event of successful claims against us, this could materially and adversely
affect our reputation and our financial condition, results of operations and
cash flows.
 
 Risks
Relating To Our Common Stock
 
 If
we fail to remain current on our reporting requirements, we could be removed
from the OTC Bulletin Board which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.
 
 Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board.  More specifically, FINRA has
enacted Rule 6530, which determines eligibility of issuers quoted on the OTC
Bulletin Board by requiring an issuer to be current in its filings with the
Commission.  Pursuant to Rule 6530(e), if we file our reports late
with the Commission three times in a two-year period or our securities are
removed from the OTC Bulletin Board for failure to timely file twice in a
two-year period then we will be ineligible for quotation on the OTC Bulletin
Board.  As a result, the market liquidity for our securities could be
severely adversely affected by limiting the ability of broker-dealers to sell
our securities and the ability of stockholders to sell their securities in the
secondary market.  As of the date of this filing, we have one late
filing reported by FINRA.
 
 By
issuing preferred stock, we may be able to delay, defer or prevent a change in
control.
 
 Our board of directors approved the
issuance of 400,000 shares of 6% Series A Preferred Stock to our CEO, Mr. James
Cole, which hold the same voting rights as those of our common
stock.  As a result of these shares having voting rights, Mr. Cole
controls a majority of the voting shares of stock and may have an effect of
delaying, deferring or preventing a change in control, discouraging bids for our
common stock at a premium over the market price, or that adversely affect the
market price of and voting and other rights of the holders of our common
stock.
 
 The
outstanding shares of our Series A Preferred Stock are controlled by Mr. Cole
thereby allowing Mr. Cole to have a majority ownership over our outstanding
voting shares and the ability to control our management and the outcome of
corporate actions requiring stockholder approval notwithstanding the overall
opposition of our other stockholders.
 
  32
  As a consequence of Mr. Cole
controlling the majority voting position, acting alone he will be able to
authorize the issuance of securities that may dilute and otherwise adversely
affect the rights of purchasers of stock in the offering, including additional
preferred stock.  Mr. Cole will retain the ability to elect a majority
of our board of directors and thereby control our management.  Mr.
Cole will also have the ability to control the outcome of corporate actions
requiring stockholder approval, including mergers and other changes of corporate
control, going private transactions and other extraordinary
transactions.   Additionally, he may authorize the issuance of
these securities to anyone he wishes, including himself and his
affiliates.  This concentration of ownership by these individuals
could discourage investments in our company, or prevent a potential takeover of
our company which may have a negative impact on the value of our securities.
 
 Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the
public.
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
internal control over financial reporting is a process designed by, or under the
supervision of, the principal executive and principal financial officer and
effected by the board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of Noble Innovations; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of Noble Innovations are being made only in accordance with
authorizations of management and directors of Noble Innovations, and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of Noble Innovations’ assets that
could have a material effect on the financial statements.
 
 We have
one individual, our president and chief executive officer, performing the
functions of all officers and directors. This individual is responsible for
monitoring and ensuring compliance with our internal control procedures. As a
result, our internal controls may be inadequate or ineffective, which could
cause our financial reporting to be unreliable and lead to misinformation being
disseminated to the public. Investors relying upon this misinformation may make
an uninformed investment decision.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 During
the quarter ended September 30, 2008, we conducted a private placement of our
shares at a price of $2.00 per share.  We sold approximately 54,000
shares of restricted common stock to 7 accredited investors for total proceeds
of approximately $108,000.
  33
  On August
7, 2008, the Company entered into promissory notes totaling $100,000 and
authorized the issuances of a total of 10,000 shares (5,000 each) to 2 investors
as financing fees in connection with executing the promissory
notes.
 
 On
September 5, 2008, the Company authorized 7,300 shares of its restricted common
stock to A & B Consulting for services to be rendered over a fourth month
period.
 
 We
believe the issuance of the shares is exempt from the registration and
prospectus delivery requirement of the Securities Act of 1933 by virtue of
Section 4(2).  The shares were issued directly by us and did 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 July
8, 2008, the Company agreed to the issuance of 250,000 options pursuant to a two
year consulting and advisory agreement.  The options are exercisable
at $0.40 per share over a five year term.  Additionally, pursuant to
the agreement the Company agreed to issue 25,000 additional options every ninety
days thereafter with an exercise price of $1.00 over a five year
term.
 
 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.
 
 Issuance pursuant to Form
S-8
 
 On
September 22, 2008, we filed a registration statement on Form S-8, whereby we
registered a total of 600,000 shares.  Pursuant to the Form S-8, we
issued 30,000 shares to Stoecklein Law Group for legal services and a total of
300,000 shares to two consultants and one employee.  As of the date of
this filing, we have 300,000 shares of our common stock available to be issued
under the Consultant Stock Plan.
 
  34
  Subsequent
Issuances
 
 Pursuant
to the consulting agreement executed on July 8, 2008, we agreed to issue 100,000
additional options. The options vest in quarterly increments every ninety days
thereafter with an exercise price of $1.00 over a five year
term.  Therefore, 25,000 options were vested as of July 8, 2008 and an
additional 25,000 options vested on October 6, 2008.
 
 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.
 
 Issuer
Purchases of Equity Securities
 
 We did not repurchase any of our
securities during the quarter ended September 30, 2008.
 
 Item
3. Defaults Upon Senior Securities
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders
 
 We did not submit any matters to a vote
of our security holders during the quarter ended September 30,
2008.
 
 Item
5. Other Information
 
 Item
8.01                                Other
Events
 
 On July 31, 2008, the Company entered
into a 3 year agreement to lease 6,402 square feet of warehouse space to be used
for production purposes.  The lease commenced on October 1, 2008 and
the Company has agreed to pay approximately $4,740 for the first 12 months of
the agreement with annual increases thereafter.
 
 On August 21, 2008, the Company issued
a press release announcing the selection of Michael Fouts to its Executive
Advisory Board.  A copy of the press release is attached hereto as
Exhibit 99.1.
 
 On September 8, 2008, the Company
issued a press release announcing it is displaying its Viridian Tankless
electric water heater at the ISH-North America Trade Show in Atlanta,
GA.  A copy of the press release is attached hereto as Exhibit
99.2.
  35
  On September 30, 2008, the Company
issued a press release announcing its partnership with Zoppas Industries for the
production of its heating elements in the Viridian Tankless water
heater.  A copy of the press release is attached hereto as Exhibit
99.3.
 
 Item
6. Exhibits
 
 Exhibit
                number
              Exhibit
      description
              Filed
                herewith
              Form
              Period
                ending
              Exhibit
              Filing
      date2.1
              Acquisition
      and Plan of Merger between Noble Innovations, Inc. and Noble Systems
      Incorporated
              
              8-K
              
              2-1
              06/25/083(i)(a)
              Articles
      of Incorporation of XSInventory
              
              SB-2
              
              3(i)(a)
              8/27/043(i)(b)
              Articles
      of Incorporation of Creative Excess
              
              SB-2
              
              3(i)(b)
              8/27/043(i)(c)
              Articles
      of Incorporation of Noble Innovations
              
              10-Q
              3/31/08
              3(i)(c)
              6/04/083(i)(d)
              Certificate
      of Change
              
              10-Q
              3/31/08
              3(i)(d)
              6/04/083(i)(e)
              Amendment
      to Articles of Incorporation
              
              8-K
              
              3(i)(e)
              6/25/083(i)(f)
              Amendment
      to Articles of Incorporation of
              
              8-K
              
              3(i)(f)
              6/25/083(ii)(a)
              Bylaws
      of the XSInventory
              
              SB-2
              
              3(ii)(a)
              8/27/043(ii)(b)
              Bylaws
      of Creative Excess
              
              SB-2
              
              3(ii)(b)
              8/27/044
              Stock
      Certificate Specimen
              
              SB-2
              
              4(c)
              8/27/044.2
              Certificate
      of Designation of Series A Preferred Stock
              
              8-K
              
              4
              6/25/0810.1
              Restated
      Lock Up Agreement
              
              SB-2
              
              10.1
              8/27/0410.2
              Office
      Lease
              
              SB-2
              
              10.2
              8/27/0410.3
              Renewal
      Addendum to Office Lease 2005
              
              SB-2
              
              10.3
              8/27/0410.4
              User
      Agreement
              
              SB-2
              
              10.4
              8/27/0410.5
              Agent
      for the Issuer Letter Agreement
              
              SB-2
              
              10.5
              8/27/0410.6
              Subscription
      Agreement
              
              SB-2
              
              10.6
              8/27/0410.7
              Termination
      and Retirement Agreement with Michael Evangelista
              
              8-K
              
              10.7
              5/23/0710.8
              Employment
      Agreement with James Cole
              
              8-K
              
              10.8
              5/23/0710.9
              Employment
      Agreement with Fred Huggins
              
              8-K
              
              10.9
              6/27/0731
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act
              X32
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act
              X99.1
              Press
      Release – Announcing the Selection of Executive Advisory Board Member
      Michael Fouts
              X99.2
              Press
      Release – Announcing Exhibit at ISH-North America Trade
    Show
              X99.3
              Press
      Release – Announcing Partnership with Zoppas Industries for its Heating
      Element Technology
              X
  36
  
 SIGNATURES
  
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
  
 NOBLE INNOVATIONS,
INC.
 (Registrant)
 
 
 
 By:/s/ James A.
Cole
 James
A. Cole, President &
 Chief
Executive Officer (On behalf of
 the
registrant and as principal accounting
 officer)
 
  Date:
November 14, 2008
  
  37