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 June 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


4695
MacArthur Court,


Eleventh
Floor


Newport
Beach, CA 92660


(949)
798-5690


Fax
(949) 258-5112





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 August 12,
2008, was 11,834,040 shares.


















PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements.





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






June
      30,
            
            
            December
      31,2008
            
            
            2007Assets
            
            (Unaudited)Current
      assets:Cash
            
            $
            2,258
            
            
            $
            6,165Inventory
            
            
            72,498
            
            
            
            36,418Total
      current assets
            
            
            74,756
            
            
            
            42,583Equipment,
      net
            
            
            66,801
            
            
            
            34,100Other
      assets:Intangible
      assets, patents
            
            
            48,274,161
            
            
            
            -Deposits
            
            
            19,450
            
            
            
            19,200Total
      other assets
            
            
            48,293,611
            
            
            
            19,200Total
      assets
            
            $
            48,435,168
            
            
            $
            95,883Liabilities
      and Stockholders' (Deficit)Current
      liabilities:Accounts
      payable
            
            $
            312,656
            
            
            $
            314,775Accrued
      expenses
            
            
            85,350
            
            
            
            18,453Accrued
      salaries, officer
            
            
            28,100
            
            
            
            97,500Accrued
      salaries
            
            
            155,590
            
            
            
            49,388Notes
      payable, related party
            
            
            126,500
            
            
            
            169,527Deferred
      Income
            
            
            39,078
            
            
            
            18,428Total
      current liabilities
            
            
            747,274
            
            
            
            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 sharesauthorized,
      11,834,040 and 250,500 shares issuedand
      outstanding, respectively (a)
            
            
            11,834
            
            
            
            251Additional
      paid-in capital
            
            
            51,050,121
            
            
            
            349,656(Deficit)
      accumulated during development stage
            
            
            (3,374,461
            )
            
            
            (922,095
            )47,687,894
            
            
            
            (572,188
            )Total
      liabilities and stockholders' (deficit)
            
            $
            48,435,168
            
            
            $
            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.





1








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






For
      the three months ended
            
            
            For
      the six months ended
            
            
            September
      27, 2002June
      30,
            
            
            June
      30,
            
            
            (Inception)
      to2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            June
      30, 2008(Unaudited)
            
            
            (Unaudited)
            
            
            
            
            
            
            
            
            (Unaudited)Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            55,069Cost
      of goods sold
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            51,201-
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,868Expenses:General
      and administrative
            
            
            52,513
            
            
            
            7,670
            
            
            
            101,952
            
            
            
            10,055
            
            
            
            237,660Professional
      fees
            
            
            84,237
            
            
            
            15,500
            
            
            
            756,489
            
            
            
            35,000
            
            
            
            1,032,666Promotional
      and marketing
            
            
            27,883
            
            
            
            10,000
            
            
            
            50,950
            
            
            
            10,000
            
            
            
            134,051Salaries,
      officers
            
            
            297,354
            
            
            
            41,250
            
            
            
            384,654
            
            
            
            41,250
            
            
            
            590,904Salaries
            
            
            80,050
            
            
            
            19,500
            
            
            
            480,100
            
            
            
            19,500
            
            
            
            704,830Depreciation
            
            
            1,253
            
            
            
            -
            
            
            
            2,471
            
            
            
            -
            
            
            
            2,471Total
      expenses
            
            
            543,290
            
            
            
            93,920
            
            
            
            1,776,616
            
            
            
            115,805
            
            
            
            2,702,582Net
      operating (loss)
            
            
            (543,290
            )
            
            
            (93,920
            )
            
            
            (1,776,616
            )
            
            
            (115,805
            )
            
            
            (2,698,714
            )Other
      income (expenses):Financing
      costs
            
            
            (675,750
            )
            
            
            -
            
            
            
            (675,750
            )
            
            
            -
            
            
            
            (675,750
            )Interest
      income
            
            
            -
            
            
            
            3
            
            
            
            -
            
            
            
            3
            
            
            
            3Total
      other income (expenses)
            
            
            (675,750
            )
            
            
            3
            
            
            
            (675,750
            )
            
            
            3
            
            
            
            (675,747
            )Net
      (loss)
            
            $
            (1,219,040
            )
            
            $
            (93,917
            )
            
            $
            (2,452,366
            )
            
            $
            (115,802
            )
            
            $
            (3,374,461
            )Weighted
      average number of common sharesoutstanding
      - basic and fully diluted
            
            
            1,835,940
            
            
            
            617,791
            
            
            
            1,048,165
            
            
            
            792,073Net
      (loss) per share - basic & fully diluted (a)
            
            $
            (0.66
            )
            
            $
            (0.15
            )
            
            $
            (2.34
            )
            
            $
            (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.





2








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






For
      the six months ended
            
            
            September
      27, 2002June
      30,
            
            
            (Inception)
      to2008
            
            
            2007
            
            
            June
      30,(Unaudited)
            
            
            (Unaudited)
            
            
            (Unaudited)Cash
      flows from operating activitiesNet
      (loss)
            
            $
            (2,452,366
            )
            
            $
            (115,802
            )
            
            $
            (3,374,461
            )Adjustments
      to reconcile net (loss) tonet
      cash (used) by operating activities:Depreciation
            
            
            2,471
            
            
            
            -
            
            
            
            2,471Shares
      issued for services, related party
            
            
            1,442,804
            
            
            
            -
            
            
            
            1,551,554Shares
      issued for services
            
            
            640,000
            
            
            
            21,750
            
            
            
            640,000Shares
      issued for conversion of notes payable
            
            
            117,000
            
            
            
            -
            
            
            
            117,000Decrease
      (increase) in assets:Inventory
            
            
            (36,080
            )
            
            
            (8,639
            )
            
            
            (72,498
            )Intangible
      assets, patents
            
            
            -
            
            
            
            -
            
            
            
            -Other
      assets
            
            
            (250
            )
            
            
            -
            
            
            
            (19,450
            )Increase
      (decrease) in liabilities:Accounts
      payable
            
            
            (2,119
            )
            
            
            19,454
            
            
            
            312,656Accrued
      expenses
            
            
            66,897
            
            
            
            11,669
            
            
            
            85,350Accrued
      salaries, officer
            
            
            (69,400
            )
            
            
            -
            
            
            
            28,100Accrued
      salaries
            
            
            106,202
            
            
            
            -
            
            
            
            155,590Deferred
      income
            
            
            20,650
            
            
            
            -
            
            
            
            39,078Net
      cash (used) by operating activities
            
            
            (164,191
            )
            
            
            (71,568
            )
            
            
            (534,610
            )Cash
      flows used in investing activitiesPurchase
      of equipment
            
            
            (1,000
            )
            
            
            -
            
            
            
            (35,100
            )Net
      cash used by investing activities
            
            
            (1,000
            )
            
            
            -
            
            
            
            (35,100
            )Cash
      flows from financing activitiesProceeds
      from notes payable, related parties
            
            
            126,500
            
            
            
            4,750
            
            
            
            296,027Payments
      on notes payable, related parties
            
            
            (100,843
            )
            
            
            -
            
            
            
            (100,843
            )Proceeds
      from the sale of common stock
            
            
            135,500
            
            
            
            -
            
            
            
            372,657Repurchase
      of common stock
            
            
            -
            
            
            
            (2,500
            )
            
            
            (2,500
            )Donated
      capital
            
            
            -
            
            
            
            -
            
            
            
            6,500Net
      cash provided by financing activities
            
            
            161,157
            
            
            
            2,250
            
            
            
            571,841Net
      increase (decrease) in cash
            
            
            (4,034
            )
            
            
            (69,318
            )
            
            
            2,131Cash,
      beginning
            
            
            6,165
            
            
            
            70,557
            
            
            
            -Cash
      acquired in merger
            
            
            127
            
            
            
            -
            
            
            
            127Cash,
      ending
            
            $
            2,258
            
            
            $
            1,239
            
            
            $
            2,258Supplemental
      disclosures:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non
      cash disclosures:Shares
      issued for merger (11,528,129 shares)
            
            $
            48,377,235
            
            
            $
            -
            
            
            $
            48,377,235





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








3
 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 financial statements and
footnotes thereto included in the Company’s audit for the period ended December
31, 2007.





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 tankless 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:






4




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
            
            $
            48,377,144




1
      The fair value of the
      600,000 common shares issued as part of the consideration paid for 5% of
      NSI was determined on the basis of the closing market price of NII’s
      common shares on the issuance date of April 23,
    2008.2
      The fair value of the
      11,498,129 common shares issued as part of the consideration paid for the
      remaining 95% of NSI was determined on the basis of the closing market
      price of NII’s common shares on the acquisition date of June 18,
      2008.3The 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.





There
were no revenues or expenses from NSI included in NII’s condensed consolidated
statements of operations due to NSI’s inactivity between the acquisition date of
June 18, 2008 and June 30, 2008. 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:





Combined
      Pro Forma:For
      the six months ending June 30, 2008
            
            
            For
      the six months ending June 30, 2007(Unaudited)
            
            
            (Unaudited)Expenses:General
      and administrative
            
            $
            102,101
            
            
            $
            207,347Research
      and Development
            
            
            -
            
            
            
            357,022Professional
      fees
            
            
            752,260
            
            
            
            79,964Promotional
      and marketing
            
            
            50,950
            
            
            
            10,666Salaries,
      officer
            
            
            384,654
            
            
            
            185,139Salaries
            
            
            480,100
            
            
            
            73,880Depreciation
            
            
            6,943
            
            
            
            1,150Total
      Expenses
            
            
            1,777,008
            
            
            
            915,168Net
      operating (loss)
            
            
            (1,777,008
            )
            
            
            (915,168
            )Other
      income (expenses):Financing
      costs
            
            
            (675,750
            )
            
            
            -Interest
      income
            
            
            -
            
            
            
            3Total
      other income (expense)
            
            
            (675,750
            )
            
            
            3Net
      (loss)
            
            $
            (2,452,758
            )
            
            $
            (915,165
            )





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.





5


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.




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 employment agreement with L. Fred Huggins to serve as
its Vice President of Sales and Marketing. Pursuant to the agreement, the
Company has agreed to pay Mr. Huggins annual compensation in the amount of
$150,000. Further the Company has agreed to issue 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.





6


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.





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





On
June 18, 2008 the Company 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. in exchange for each of the 9,998,354 outstanding shares of NSI. The fair
market value of the shares was $47,717,144. Mr. Cole, our President, CEO and
director is also the President, CEO, and director of Noble Systems,
Inc.





Note
5 – Notes payable, related parties





Notes
payable, related party consists of the following at June 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.
            
            
            126,500
            
            
            
            -Total
      debt
            
            
            126,500
            
            
            
            169,526Less:
      current portion
            
            
            126,500
            
            
            
            169,526Long-term
      debt, less current portion
            
            $
            -
            
            
            $
            -





7


Future
maturities of notes payable, related parties are as follows as of June 30,
2008:





2008
            
            $
            126,5002009
            
            
            -2010
            
            
            -2011
            
            
            -2012
            
            
            -Thereafter
            
            
            -$
            126,500





Note
6 – 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.





Note
7 – 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.




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.





8


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.





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.





9


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.





Note
8 – Subsequent Events





On
July 8, 2008 the Company entered into a two year consulting and advisory
agreement with terms that required the Company to issue 250,000 warrants upon
the execution of the agreement, exercisable at $0.40 per share over a five year
term, as well as, 25,000 additional warrants exercisable at $1.00 per share over
a five year term every ninety days thereafter. Additionally, the agreement
contains a provision whereby the Company must issue an additional 75,000
warrants at $1.00 per share over a five year term for every increase in NII’s
issued and outstanding shares amounting to 1,000,000 shares through one or more
issuances.














10





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.  You should, however, consult further disclosures we make
in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K.





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





o
            our
      ability to diversify our
operations;


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


o
            inability
      to raise additional financing for working
  capital;


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


o
            our
      ability to attract key personnel;


o
            our
      ability to operate profitably;


o
            deterioration
      in general or regional economic
conditions;


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


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


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


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


o
            the
      unavailability of funds for capital expenditures;
  and


o
            other
      risks and uncertainties detailed in this
report.





For
a detailed description of these and other factors that could cause actual
results to differ materially from those expressed in any forward-looking
statement, please see Item 1A. Risk Factors in this document and in our Annual
Report on Form 10-K for the year ended December 31, 2007.





11








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.   Our new management intends 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.  The Reverse Split was
approved by the Board of Directors without stockholder approval in accordance
with the authority conferred by Section 78.207 of the Nevada Revised
Statutes.  As a result of the Reverse Split the number of authorized
shares of common stock of the Company was also reduced at a ratio of one for
twenty.





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.





12





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.  Additionally during the first quarter
of 2008, we had an exhibit showcasing the tankless water heaters to the building
community at the 2008 International Builders’ Show in Orlando,
Florida.  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.  Pursuant to
the acquisition and plan of merger agreement, Noble Systems merged into Noble
Innovations, Inc. and Noble Innovations agreed to issue 1.15 shares of its
common stock for 1 share of Noble Systems issued and outstanding
shares.  As a result of this exchange, Noble Innovations 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.  Noble Systems also held intellectual property
in the form of a provisional patent granted during the development of the
Viridian water heater.





Results
of Operations for the three and six months ended June 30, 2008





As
previously mentioned above, we changed our previous 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 six months ended March 31, 2008 and 2007 are not directly
comparable as the Company was in engaged in a different line of business during
the first part of 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.





EXPENSES:





The
following table summarizes selected items from the statement of operations for
the three and six months ended June 30, 2008 compared to June 30,
2007.





13








Three
      Months Ended
            
            
            Increase/Decrease
            
            
            Six
      Months Ended
            
            
            Increase/
      Decrease2008
            
            
            2007
            
            
            %
            
            
            2008
            
            
            2007
            
            
            %General
      and Administrative expenses
            
            $
            52,513
            
            
            $
            7,760
            
            
            
            577
            %
            
            $
            101,952
            
            
            $
            10,055
            
            
            
            914
            %Professional
      fees
            
            
            84,237
            
            
            
            15,500
            
            
            
            443
            %
            
            
            756,489
            
            
            
            35,000
            
            
            
            2,061
            %Promotional
      and marketing
            
            
            27,883
            
            
            
            10,000
            
            
            
            179
            %
            
            
            50,950
            
            
            
            10,000
            
            
            
            410
            %Salaries
      and wages (total)
            
            
            377,404
            
            
            
            60,750
            
            
            
            521
            %
            
            
            864,754
            
            
            
            60,750
            
            
            
            1,323
            %Depreciation
            
            
            1,253
            
            
            
            -
            
            
            
            --
            
            
            
            1,253
            
            
            
            -
            
            
            
            --Net
      operating (loss)
            
            $
            (543,290
            )
            
            $
            (93,920
            )
            
            
            478
            %
            
            $
            (1,776,616
            )
            
            $
            (115,805
            )
            
            
            1,434
            %





General
and Administrative expenses:





General
and administrative expenses were $52,513 for the three months ended June 30,
2008 versus $7,760 of general and administrative expenses during the three
months ended June 30, 2007.  Additionally, the general and
administrative expenses increased 914% from $10,055 during the six months ended
June 30, 2007 as compared to $101,952 for the six months ended June 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.





Professional
fees:





During the three months ended June 30,
2008, we experienced $84,237 in professional fees as compared to $15,500 for the
three months ended June 30, 2007.  Once again a significant portion of
the increase relates to our new line of business but during the first quarter of
2007, we did incur some professional fees related to our public
offering.





During the six months ended June 30,
2008, we incurred $756,489 in professional fees in contrast to $35,000 for the
six months ended June 30, 2007.  This amounted to $721,489 increase
for the comparable periods in 2008 and 2007.  Professional fees were
primarily made up of stock being issued to multiple consultants for services
performed for the Company.  We expect that we may continue to
experience high professional fees as we continue to utilize consultants’
services.





14








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.  Since that time we have continued to experience higher salary
expenses and our total salary expenses for the six months ended June 30, 2008
increased by 1,323%.  On June 12, 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.





For
the three months ended June 30, 2008 we experienced $377,404 in salary expenses
versus $60,750 in salary and wage expenses for the three months ended June 30,
2007.  As mentioned above, we made our transition into our new line of
business in May of 2007 and in conjunction with this transition, we executed two
employment agreements with our newly appointed officers.  The salary
expenses during the three months ended June 30, 2007 were a result of the then
newly executed employments agreements.  Since executing those
agreements, we continued to experienced expenses associated with these
agreements through the current period.  Prior to changing our business
focus, 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 June 30, 2008 was $543,290 versus
a net loss of $93,920 for the three months ended June 30, 2007, which was an
increase in net loss of $449,370.  For the six months ended June 30,
2008 our net operating loss increased by $1,660,811.  Our total
expenses increased as a result of our new business pursuit during the second
half of 2007 and through the current period ended June 30,
2008.  During the six months ended June 30, 2008, we experienced our
greatest increase in expenses in professional fees, which had previously 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.





LIQUIDITY
AND CAPITAL RESOURCES





The
following table summarizes total current assets, liabilities and working capital
at June 30, 2008 compared to December 31, 2007.





June
      30,
            
            
            December
      31,
            
            
            Increase
      / (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %Current
      Assets
            
            $
            74,756
            
            
            $
            42,583
            
            
            $
            32,173
            
            
            
            76
            %Current
      Liabilities
            
            $
            747,274
            
            
            $
            668,071
            
            
            $
            79,203
            
            
            
            12
            %Working
      Capital (Deficit)
            
            $
            (672,518
            )
            
            $
            (625,488
            )
            
            $
            47,030
            
            
            
            8
            %







15


Cash
used in our operating activities totaled $161,191, representing our decrease in
cash balances at June 30, 2008.  As of June 30, 2008, we only had
$2,258 in cash which is not enough to sustain operations.  Our working
deficit only minimally increased though as a result of obtaining new inventory
as a result of our recent merger with Noble Systems, Inc.  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 quarter ended June 30, 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.





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.





We
have capitalized our company with loans from officers and related
parties.  As of June 30, 2008, we owe approximately $126,500 to a
related party, for loans given to the Company. The money received has been used
for operational expenses. We have executed a non-interest bearing note for this
amount which is due on demand. Originally, we had received our 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 June 30, 2007, we had available cash of $2,258, which will not be enough to
pursue our new line of business.  With the intention to pursue a new
line of business, during the next twelve months we plan to seek financing
opportunities to enhance our growth plan in energy efficient
technology.  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.





16


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.





Expected
purchase or sale of plant and significant equipment.





As
we engage in our proposed line of business of energy efficient products that are
green in nature, 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.  Additionally, we
did acquire some equipment related to the production of the Viridian Tankless
Water Heaters as a result of the Merger with Noble Systems





Significant
changes in number of employees.





During the second quarter of 2007, we
entered into an employment agreement with our Chief Executive Officer, James A.
Cole.  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 three months ended March 31, 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.





17


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.





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
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.





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.





18


Item
3. Quantitative and Qualitative Disclosure About Market Risk





This item in 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 quarterly 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, for the
following reasons:





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


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


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





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





Changes
in Internal Control Over Financial Reporting





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





PART
II – OTHER INFORMATION





Item
1. Legal Proceedings





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





19


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.





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 all of these proposed acquisitions, the companies to be
acquired have been operated as separate independent entities to date, and we may
not be able to integrate the operations of these businesses 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 b 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.





20








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





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





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





We
believe that current cash on hand and the other sources of liquidity will not be
sufficient enough to fund our anticipated expansion of operations through fiscal
2008.  We anticipate that we will require up to approximately
$5,000,000to 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.





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.





21


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





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





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





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





Risks
Relating To Our Common Stock





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





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





22








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





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





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





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





FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.





The
Financial Industry Regulatory Authority (FINRA) has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.





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.





23


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





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





On
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.  As a result of the Reverse Split the number of authorized
shares of common stock of the Company was also reduced at a ratio of one for
twenty.  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.  As a result of this split, the
sales of equity securities listed below are reflected post reverse
split.





On April 17, 2008, the Company issued
22,525 shares of common stock to Cellinium Group for the conversion of notes
payable and financial consulting fees provided to the Company.





On April 23, 2008, the Company issued
600,000 shares of common stock to an individual in exchange for a 5% investment
in Noble Systems, Inc., a private company.





On April 25, 2008, the Company issued
8,079 shares to its CEO, Mr. James Cole, as a bonus for services
performed.





On April 25, 2008, the Company issued
approximately 5,900 shares of its common stock that had been sold to 8
accredited investors through a private placement offering at prices ranging from
$1.00 to $3.00 per share.





24








On June 12, 2008, the Company issued
400,000 shares of its 6% Series A Non-Convertible Preferred Stock as payment on
accrued wages to Mr. James Cole.  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.





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 executed
an acquisition and plan of merger with Noble Systems Incorporated whereby the
Company agreed to issue 11,498,107 share of its common stock.  The
Company acquired the remaining 95% interest in Noble Systems Incorporated on a
basis of 1.15 shares of the Company in exchange for 9,998,354.





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.





Subsequent
Issuances





On July 8, 2008, the Company agreed to
the issuance of 250,000 warrants pursuant to a two year consulting and advisory
agreement.  The warrants 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 warrants every ninety days thereafter with an
exercise price of $1.00 over a five year term.





We
believe the issuance of the warrants is exempt from the registration and
prospectus delivery requirement of the Securities Act of 1933 by virtue of
Section 4(2).  The warrants were issued directly by us and did not
involve a public offering or general solicitation.  The recipients of
the warrants 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 June 30, 2008.





Item
3. Defaults Upon Senior Securities





None.





25


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





None.





Item
5. Other Information





On July 30, 2008, the Company issued a
press release announcing it will display the Viridian Tankless Water Heaters at
the International Building Industry Show in Las Vegas, Nevada.  A copy
of the press release is attached hereto as Exhibit 99.





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
              Press
      Release Announcing Noble will Display the New Viridian Tankless Water
      Heater at International Building Industry Show in Las
Vegas
              X




26








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:
August 14, 2008










27