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 endedMarch 31, 2008



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



Commission file number333-118632



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
xNo
o



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
			o
        Accelerated filer
			oNon-accelerated filer
			o(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
oNo
x



The number of shares of Common Stock, $0.001 par value, outstanding on June 3, 2008, was 335,911 shares.



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PART I  FINANCIAL INFORMATION



Item 1. Financial Statements.



Noble Innovations, Inc.(a Development Stage Company)Condensed Consolidated Balance SheetsMarch 31,
        
        December 31,2008
        
        2007(Unaudited)AssetsCurrent assets:Cash
        
        
        $
        12,080
        
        $
        6,165Inventory
        
        
        72,498
        
        
        36,418Total current assets
        
        
        84,578
        
        
        42,583Equipment, net
        
        
        32,882
        
        
        34,100Other Assets
        
        
        13,000
        
        
        19,200Total assets
        
        $
        130,460
        
        $
        95,883Liabilities and Stockholders' (Deficit)Current liabilities:Accounts payable
        
        $
        269,534
        
        $
        314,775Accrued expenses
        
        
        57,067
        
        
        18,453Accrued salaries, officer
        
        
        128,300
        
        
        97,500Accrued salaries
        
        
        117,171
        
        
        49,388Notes payable, related party
        
        
        185,824
        
        
        169,527Stock subscriptions payable
        
        
        135,500
        
        
        -Deferred Income
        
        
        39,078
        
        
        18,428Total current liabilities
        
        
        932,474
        
        
        668,071Stockholders' (deficit):Preferred stock, $0.001 par value, 10,000,000 shares authorized,no shares issued and outstanding
        
        
        -
        
        
        -Common stock, $0.001 par value, 5,000,000 shares authorized,265,507 and 250,500 shares issuedand outstanding, respectively (a)
        
        
        266
        
        
        251Additional paid-in capital
        
        
        1,353,141
        
        
        349,656(Deficit) accumulated during development stage
        
        
        (2,155,421)
        
        
        (922,095)(802,014)
        
        
        (572,188)Total liabilities and stockholders' (deficit)
        
        $
        130,460
        
        $
        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.



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Noble Innovations, Inc.(a Development Stage Company)Condensed Consolidated Statements of OperationsFor the three months ended
        
        September 27, 2002March 31,
        
        (Inception) to2008
        
        
        2007
        
        March 31, 2008(Unaudited)
        
        
        (Unaudited)
        
        
        (Unaudited)Revenue
        
        $
        -
        
        $
        -
        
        $
        55,069Cost of goods sold
        
        
        -
        
        
        -
        
        
        51,201-
        
        
        -
        
        
        3,868Expenses:General and administrative
        
        
        49,439
        
        
        -
        
        
        185,147Professional fees
        
        
        672,252
        
        
        21,885
        
        
        948,429Promotional and marketing
        
        
        23,067
        
        
        -
        
        
        106,168Salaries, officers
        
        
        87,300
        
        
        -
        
        
        293,550Salaries
        
        
        400,050
        
        
        -
        
        
        624,780Depreciation
        
        
        1,218
        
        
        -
        
        
        1,218Total expenses
        
        
        1,233,326
        
        
        21,885
        
        
        2,159,292Net operating (loss)
        
        
        (1,233,326)
        
        
        (21,885)
        
        
        (2,155,424)Other incomeInterest income
        
        
        -
        
        
        -
        
        
        3Total other income
        
        
        -
        
        
        -
        
        
        3Net (loss)
        
        $
        (1,233,326)
        
        $
        (21,885)
        
        $
        (2,155,421)Weighted average number of common sharesoutstanding - basic and fully diluted
        
        
        260,390
        
        
        968,285Net (loss) per share - basic & fully diluted (a)
        
        $
        (4.736)
        
        $
        (0.023)(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.





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Noble Innovations, Inc.(a Development Stage Company)Condensed Consolidated Statements of Cash FlowsFor the three months ended
        
        September 27, 2002March 31,
        
        (Inception) to2008
        
        2007
        
        March 31,(Unaudited)
        
        
        (Unaudited)
        
        
        (Unaudited)Cash flows from operating activitiesNet (loss)
        
        $
        (1,233,326)
        
        $
        (21,885)
        
        $
        (2,155,421)Adjustments to reconcile net (loss) tonet cash (used) by operating activities:Depreciation
        
        
        1,218
        
        
        -
        
        
        1,218Shares issued for services, related party
        
        
        357,500
        
        
        -
        
        
        466,250Shares issued for services
        
        
        646,000
        
        
        -
        
        
        646,000Decrease (increase) in assets:Inventory
        
        
        (36,080)
        
        
        -
        
        
        (72,498)Other assets
        
        
        6,200
        
        
        -
        
        
        (13,000)Increase (decrease) in liabilities:Accounts payable
        
        
        (45,241)
        
        
        19,535
        
        
        269,534Accrued expenses
        
        
        38,614
        
        
        -
        
        
        57,067Accrued salaries, officer
        
        
        30,800
        
        
        -
        
        
        128,300Accrued salaries
        
        
        67,783
        
        
        -
        
        
        117,171Deferred income
        
        
        20,650
        
        
        -
        
        
        39,078Net cash (used) by operating activities
        
        
        (145,882)
        
        
        (2,350)
        
        
        (516,301)Cash flows used in investing activitiesPurchase of equipment
        
        
        -
        
        
        -
        
        
        (34,100)Net cash used by investing activities
        
        
        -
        
        
        -
        
        
        (34,100)Cash flows from financing activitiesProceeds from notes payable, related parties
        
        
        173,000
        
        
        -
        
        
        342,527Payments on notes payable, related parties
        
        
        (156,703)
        
        
        -
        
        
        (156,703)Proceeds from the sale of common stock
        
        
        135,500
        
        
        -
        
        
        372,657Repurchase of common stock
        
        
        -
        
        
        -
        
        
        (2,500)Donated capital
        
        
        -
        
        
        -
        
        
        6,500Net cash provided by financing activities
        
        
        151,797
        
        
        -
        
        
        562,481Net increase (decrease) in cash
        
        
        5,915
        
        
        (2,350)
        
        
        12,080Cash, beginning
        
        
        6,165
        
        
        70,557
        
        
        -Cash, ending
        
        $
        12,080
        
        $
        68,207
        
        $
        12,080Supplemental disclosures:Interest paid
        
        $
        -
        
        $
        -
        
        $
        -Income taxes paid
        
        $
        -
        
        $
        -
        
        $
        -






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



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Nobel 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.



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  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.  The Company has expensed $82,500 as executive compensation during the three month period ending March 31, 2008.



On May 21, 2007, the Company entered into a two year employment agreement with L. Fred Huggins, to serve as its Vice President of Sales and Marketing. Pursuant to the agreement, the Company has agreed to pay Mr. Huggins annual compensation in the amount of $150,000.



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Nobel Innovations, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)



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 $43,500 as compensation during the three month period ending March 31, 2008.



Through March 31, 2008, the Company received net proceeds of $68,824 from the CEO and $117,000 from significant shareholders to fund current operations. The unsecured promissory notes are non-interest bearing and due on demand.

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. The fair market value of the shares was $320,000.



Note 4  Notes payable, related parties



Notes payable, related party consists of the following at March 31, 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.
        $     68,824
        
        $   169,526Related party - unsecured debenture, due on demand for operating expenses advanced from significant shareholders. The debenture is non-interest bearing.
        117,000
        
        -Total debt
        185,824
        
        169,526Less: current portion
        185,824
        
        169,526Long-term debt, less current portion
        $               -
        
        $               -




Future maturities of notes payable, related parties are as follows as of March 31, 2008:



2008
        
        $185,8242009
        
        -2010
        
        -2011
        
        -2012
        
        -Thereafter
        
        -$185,824




Note 5  Stock subscriptions payable



During the three months ending March 31, 2008, the Company received a total of $135,500 from eight accredited investors in exchange for 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. The shares of common stock were subsequently issued on April 24, 2008.



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Nobel Innovations, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)



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 100,000,000 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.



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



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Nobel Innovations, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)



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 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.



Note 8  Subsequent Events



On April 17, 2008 the Company issued 528,500 shares of its common stock for the conversion of notes payable and financial consulting fees to a financial services consulting firm.



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 sold 118,000 shares of its common stock to eight different accredited investors as part of a private placement offering at prices ranging from $1.00 to $3.00 per share. The Company received total proceeds of $135,500 during the three months ending March 31, 2008.



On April 24, 2008 the Company authorized and issued 161,580 shares of its common stock as a bonus for services performed to its President. The fair market value of the shares on the grant date was $210,054.



On May 20, 2008 the Company effectuated a 1:20 reverse stock split. The Companys financial statements have been retroactively restated to reflect the reverse split.





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FORWARD-LOOKING STATEMENTS



This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  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. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. 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.




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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



OVERVIEW OF CURRENT OPERATIONS



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 as well a member of the 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.



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 showing the tankless water heater we had our first sale of



9



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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.



Results of Operations for the three months ended March 31, 2007



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 months ended March 31, 2008 and 2007 are not directly comparable as the Company was in engaged in a different line of business during 2007 than what is currently pursuing in 2008.  However, we have only recently commenced operations of the new business plan and are 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 months ended March 31, 2008 compared to March 31, 2007.



The Three Months Ended March 31,
        Increase / (Decrease)2008
        2007
        $
        %General and Administrative expenses
        $             49,439
        --
        $          49,439
        --Professional fees
        672,252
        21,885
        650,367
        2,972%Promotional and marketing
        23,067
        --
        23,067
        --Salaries and wages (total)
        487,350
        --
        487,350
        --Depreciation
        1,218
        --
        1,218
        --Net operating (loss)
        $     (1,233,326)
        $       (21,885)
        $     1,211,441
        5,535%




General and Administrative expenses:



General and administrative expenses were $49,439 for the three months ended March 31, 2008 versus having no general and administrative expenses during the three months ended March 31, 2007.  The primary increase in general and administrative expenses was due to the Companys expansion in the energy efficient industry.  Previously during the three months ended March 31, 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 enter into our new line of business we expect to incur higher general and administrative expenses.





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Professional fees:



During the three months ended March 31, 2008, we experienced $672,252 in professional fees as compared to $21,885 for the three months ended March 31, 2007.  This amounted to $650,367 increase for the comparable periods in 2008 and 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.



Salaries and wages:



Total salaries and wages expenses, which include those associated with our appointed officers in our new line of business, were $487,350 for the three months ended March 31, 2008 versus no salary and wage expenses for the three months ended March 31, 2007.  As of March 31, 2008, we accrued salary for Mr. Cole in the amount of $128,300.  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.  However, during the second quarter of 2007, we executed two employment agreements with our newly appointed officers and have experienced expenses associated with these agreements through the current period.



Net Operating (Loss):



The net loss for the three months ended March 31, 2008 was $1,233,326, versus a net loss of $21,885 for the three months ended March 31, 2007, which was an increase in net loss of $1,211,441.  Our total expenses increased as a result of our new business pursuit during the second half of 2007.  Since transitioning into the new line of business, we experienced higher promotional and marketing expenses that we had not previously experienced as well as over all increases in all other 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 March 31, 2008 compared to December 31, 2007.



March 31, 2008
        December 31, 2007
        Increase / (Decrease)$
        %Current Assets
        $84,578
        $42,583
        $41,995
        99%Current Liabilities
        $932,474
        $668,071
        $264,403
        40%Working Capital (Deficit)
        $(847,896)
        $(625,488)
        $222,408
        36%




Cash used in our operating activities totaled $145,882, representing our decrease in cash balances at March 31, 2008.  As of March 31, 2008, we only had $12,080 in cash which is not



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enough to sustain operations.  Our future capital requirements will depend on many factors, including the expansion of our business in the energy efficient products, established sales of these products, addition of new revenue sources, cost and availability of third-party financing for development, and the legal and administrative expenses.   As we expand our activities in a new business plan, we may continue to experience net negative cash flows from operations.



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 operatio!
ns.



Operation Plan



Satisfaction of our cash obligations for the next 12 months.



We have capitalized our company with loans from officers.  As of March 31, 2008, we owe approximately $68,824 to our current President, James Cole, for loans given to the Company. The money received has been used for operational expenses. We have executed a non-interest bearing note with Mr. Cole for this amount which is due on demand. In addition, we had received our original 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 March 31, 2007, we had available cash of $12,080, 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.



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.  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



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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.



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.



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



13



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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.



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



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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.



Item 1A. Risk Factors



Risks Relating to an Investment in Noble



We have no operating history in the energy efficient industry and there can be no assurance that we will be successful in this industry.



Our proposed operations are subject to all of the risks inherent in the establishment of a new business, including insufficient capital, unforeseen problems, and expenses and complications encountered with the early phases of operations in a business. Moreover, our lack of an operating history in the energy efficient industry
makes it impossible to predict whether or not we will operate profitably in the industry. While we have brought on management that is familiar with this industry, there can be no assurances that we will be able to locate, hire and retain the necessary personnel to initiate, manage and operate this line of business, develop and implement necessary systems, obtain contracts and obtain financing as contemplated in our business strategy.



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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 $3,000,000
to fund our anticipated expansion of operations in energy efficient green products over the next twelve months.  Additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy.



Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.



An inability to access capital readily or on terms favorable to us could impair our ability to fund operations and could jeopardize our financial condition.



Access to funds is essential to our anticipated energy efficient products business.  In the future we may need to incur debt or issue equity in order to fund our working capital requirements, as well as to make acquisitions and other investments.  Our access to funding sources could be hindered by many factors.



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



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continued through 2008 and the pace may continue at lower levels than previously expected or decline further.



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



Because our common stock is deemed a low-priced Penny stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.



Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:



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



        Disclose certain price information about the stock;


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


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


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




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Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.



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-dea!
lers 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.



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



In addition to the penny stock rules described above, 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



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dispositions of the assets of Noble Innovations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Noble Innovations are being made only in accordance with authorizations of management and directors of Noble Innovations, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Noble Innovations assets that could have a material effect on the financial statements.



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



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



On January 31, 2008, we issued 100,000 shares to our vice president of marketing and sales, Fred Huggins, as a bonus for services performed.  The shares were issued on February 11, 2008.



On January 31, 2008, we issued a total of 200,000 shares (100,000 each) to 2 individuals as compensation for services performed for the company.  The shares were issued on February 11, 2008.



On January 31, 2008, we issued 600,000 shares of our common stock to our Chief Executive Officer as a bonus for services performed.  The bonus was subsequently rescinded and the shares were cancelled and returned to treasury.



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 April 17, 2008, the Company issued 528,500 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.



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On April 25, 2008, the Company issued 161,580 shares to its CEO, Mr. James Cole, as a bonus for services performed.



On April 25, 2008, the Company issued approximately 118,000 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.



Issuer Purchases of Equity Securities



We did not repurchase any of our securities during the quarter ended March 31, 2008.




Item 3. Defaults Upon Senior Securities



None.




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



None.




Item 5. Other Information



Section 3  Securities and Trading Markets



Item 3.03 Material Modifications to Rights of Security Holders



A one for twenty reverse stock split (the Reverse Split) of the Companys common stock, par value $0.001 per share was approved on April 30, 2008.  The effective date of  the reverse split is 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.  The Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Nevada Secretary of State.  A copy of the Certificate of Change is filed herewith as Exhibit 3(i)(d).  The Certificate of Change also reduced the number of authorized shares of common stock of the Company at a ratio of one for twenty.



Pursuant to the reverse split, holders of the Companys common stock are 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 the Effective Date.  No fractional shares of the Companys common stock will be issued in connection with the reverse split.



Section 5  Corporate Governance and Management



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year



As described in Item 3.03 above, the Company filed a Certificate of Change with the Nevada Secretary of State in connection with the Reverse Split.



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The Certificate of Change affects the Reverse Split and amends the Registrants Articles of Incorporation to decrease the authorized number of shares of the Registrants common stock from one hundred million (100,000,000) to five million (5,000,000).



In addition, effective May 20, 2008, the Companys quotation symbol on the Over-the-Counter Bulletin Board was changed from NBIV to NBOV.



Item 6. Exhibits



Exhibit
number
        Exhibit description
        Filed
herewith
        Form
        Period
ending
        Exhibit
        Filing date3(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
        X3(i)(d)
        Certificate of Change
        X3(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)
        8/27/0410.1
        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
        X




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: June 4, 2008





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