UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K


(Mark
One)





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





For the
Fiscal Year Ended  December 31, 2009


or





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from _______________ to _____________________





Commission
file number: 333-150483





Noble
Medical Technologies, Inc.


(Exact
name of registrant as specified in its charter)





Delaware
                
                20-0587718State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization
                
                Identification
      No.)





2000
      Avenue of the Stars, Suite 410, Los Angeles, CA
                
                90067(Address
      of principal executive offices)
                
                (Zip
      code)





Registrant’s
Telephone Number, including area code: 310-601-2500





Securities
Registered pursuant to Section 12(b) of the Act: Not applicable





Securities
Registered pursuant to Section 12(g) of the Act: Not applicable





Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act


Yes   o     No  
x


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes   o     No  
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes   x      No  
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes   o     No  
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


x




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
the definitions of  “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      Accelerated filer o
              
              Accelerated
      filer oNon-accelerated
      filer o
              
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).     Yes   x    No  
o





The
aggregate market value of voting and non-voting common stock held by
non-affiliates of the registrant as of June 30, 2009 (based upon the closing
sale price of $1.50 of such shares on the Over-the-Counter Bulletin Board on
June 30, 2009) was $314,100.





There
were 4,188,000 shares of common stock outstanding as of April 13,
2010.





DOCUMENTS
INCORPORATED BY REFERENCE





None.





Noble Medical Technologies, Inc.




FORM
10-K


Table
of Contents





PART
      IItem
      1.
                                                                                                                    
                                                                                                                    Business
                                                                                                                    
                                                                                                                    3Item
      1A.
                                                                                                                    
                                                                                                                    Risk
      Factors
                                                                                                                    
                                                                                                                    5Item
      1B.
                                                                                                                    
                                                                                                                    Unresolved
      Staff Comments
                                                                                                                    
                                                                                                                    5Item
      2.
                                                                                                                    
                                                                                                                    Properties
                                                                                                                    
                                                                                                                    5Item
      3.
                                                                                                                    
                                                                                                                    Legal
      Proceedings
                                                                                                                    
                                                                                                                    5Item
      4.
                                                                                                                    
                                                                                                                    (Removed
      and Reserved).
                                                                                                                    
                                                                                                                    5PART
      IIItem
      5.
                                                                                                                    
                                                                                                                    Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                                                                    
                                                                                                                    5Item
      6.
                                                                                                                    
                                                                                                                    Selected
      Financial Data
                                                                                                                    
                                                                                                                    5Item
      7.
                                                                                                                    
                                                                                                                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                                                                                                                    
                                                                                                                    5Item
      7A.
                                                                                                                    
                                                                                                                    Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                                                    
                                                                                                                    7Item
      8.
                                                                                                                    
                                                                                                                    Financial
      Statements and Supplementary Data
                                                                                                                    
                                                                                                                    F-1
      to F-11Item
      9.
                                                                                                                    
                                                                                                                    Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                                                                                                                    
                                                                                                                    8Item
      9A(T).
                                                                                                                    
                                                                                                                    Controls
      and Procedures
                                                                                                                    
                                                                                                                    8Item
      9B.
                                                                                                                    
                                                                                                                    Other
      Information
                                                                                                                    
                                                                                                                    9PART IIIItem
      10.
                                                                                                                    
                                                                                                                    Directors,
      Executive Officers and Corporate Governance
                                                                                                                    
                                                                                                                    10Item
      11.
                                                                                                                    
                                                                                                                    Executive
      Compensation
                                                                                                                    
                                                                                                                    11Item
      12.
                                                                                                                    
                                                                                                                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                                                                    
                                                                                                                    11Item
      13.
                                                                                                                    
                                                                                                                    Certain
      Relationships and Related Transactions, and Director
      Independence
                                                                                                                    
                                                                                                                    12Item
      14.
                                                                                                                    
                                                                                                                    Principal
      Accounting Fees and Services
                                                                                                                    
                                                                                                                    12PART IVItem 15.
                                                                                                                    
                                                                                                                    Exhibits,
      Financial Statement Schedules
                                                                                                                    
                                                                                                                    12Signatures
                                                                                                                    
                                                                                                                    14


2




Part I





FORWARD
LOOKING STATEMENTS





Certain
statements made in this Annual Report on Form 10-K (“Annual Report”) are
“forward-looking statements” (within the meaning of the Private Securities
Litigation Reform Act of 1995). Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Our plans and objectives are
based, in part, on assumptions involving judgments with respect to, among other
things, future economic, market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of which are
beyond our control. Without limiting the foregoing, the words “believes,”
“anticipates,” “plans,” “expects” and similar expressions are intended to
identify forward-looking statements.





The
forward-looking statements are based on various factors and were derived using
numerous assumptions. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Annual Report will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, particularly in view of the current state of our operations,
the inclusion of such information should not be regarded as a statement by us or
any other person that our objectives and plans will be achieved. Factors that
could cause actual results to differ materially from those expressed or implied
by such forward-looking statements include, but are not limited to, the factors
set forth herein under the headings “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” In
addition, the forward-looking statements contained herein represent our estimate
only as of the date of this filing and should not be relied upon as representing
our estimate as of any subsequent date. While we may elect to update these
forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so to reflect actual results, changes in assumptions or
changes in other factors affecting such forward-looking statements.





Item 1. Business.




General





Noble
Medical Technologies, Inc. (the “Company” or “Noble”) was incorporated on July
25, 2007 under the laws of the State of Delaware. A substantial portion of
the Company’s activities has involved developing a business plan and
establishing contacts and visibility in the marketplace.  Due to the
recent economic downturn, the Company was unable to receive sufficient funds to
commence operations and the Company has not generated any revenue to date.
Therefore, the Company abandoned its plan to engage in developing and marketing
enhancements to electrocardiogram (“EKG”) equipment and is currently inactive
and is seeking a suitable candidate for a business combination.





At
present, the Company has no sources of revenue and we are an inactive company.
The Company’s business plan is to seek a business combination. As a result, the
Company is a “blank check” or “shell” company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of shell
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company’s securities
until such time as the Company has successfully implemented its business plan
and closed on a suitable business combination.




The Company’s common stock is a “penny
stock,” as defined in Rule 3a51-1 under the Exchange Act of 1934, as amended
(the “Exchange Act”). The penny stock rules require a broker-dealer, prior to a
transaction in penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer’s account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser’s written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of the Company is subject to
the penny stock rules, it may be more difficult to sell the Company’s common
stock.


3


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 a history of losses that are likely to
continue in the future. Our independent registered public accounting firm has
included an explanatory paragraph in their report in our audited financial
statements for the year ended December 31, 2009 to the effect that our losses
from operations and our negative cash flows from operations raise substantial
doubt about our ability to continue as a going concern. Our financial statements
do not include any adjustments that might be necessary should we be unable to
continue as a going concern. We may be required to cease operations which could
result in our stockholders losing almost all of their
investment.





Recent
Developments





On February 9, 2010, we and GoldSail
Shipping Corporation, a Marshall Islands corporation (“GoldSail”) mutually
agreed to enter into a Termination Agreement, pursuant to which the previously
announced Agreement and Plan of Merger, dated as of May 5, 2009 (the “Merger
Agreement”), by and between us, GoldSail and Noble Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of GoldSail, was
terminated.




In
connection with the termination of the Merger Agreement, on April 9, 2010,
George Elliott (“Elliott”), entered into an Agreement with Trinad Capital Master
Fund, Ltd. (“Trinad”), pursuant to which Elliott agreed to assign and transfer
an aggregate of 3,978,600 shares (the “Shares”) of the Company’s common stock,
$.0001 par value per share (“Common Stock”), representing 95% of the issued and
outstanding Common Stock of the Company as of April 9, 2010 (the “Closing”). At
Closing, Trinad exchanged one share of Series B Convertible Preferred Stock of
GoldSail in consideration for the Shares. At the time of the change in control,
Trinad became the beneficial owner of 3,978,600 shares of Common Stock of the
Company. This amount represents 95% of the total voting securities of the
Company’s currently issued and outstanding shares of Common Stock.





On April
9, 2010, Elliott resigned as the Company’s Chief Executive Officer, President
and Secretary and as a director.  In addition, the total number of
members to serve on the board of directors of the Company was increased to two
and Messrs. Robert S. Ellin and Jay Krigsman were appointed as members of the
board of directors to serve until the next annual stockholders meeting and
until his successor is duly elected and qualified.





In
addition, on April 14, 2010, the board of directors of the Company appointed
Robert S. Ellin as our Chief Executive Officer.


4


Item
1A. Risk Factors.





The
information called for by this item is not required as we are a smaller
reporting company.





Item
1B. Unresolved Staff Comments.





The information called for by this item is not required as
we are a smaller reporting company.





Item
2. Properties.





We
neither rent nor own any properties. We utilize the office space and equipment
of our principal stockholder at no cost. Management estimates such amounts to be
immaterial. We currently have no policy with respect to investments or interests
in real estate, real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.





Item 3. Legal Proceedings
..





We are
not currently party to any material legal proceedings and are not aware of any
threatened legal proceedings against us.





Item
4. (Removed and Reserved).





Part
II





Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.





Market Information. Our
common stock has been traded on the Over the Counter Bulletin Board under the
symbol “NBLM.OB.” since July 3, 2008. The volume and frequency of both
quotations and trades in our stock has been limited and there is no established
public trading market for our shares of common stock.





Holders. As of April 13,
2010, there are 6 holders of record of our common
stock.





Dividends. We have not
declared or paid any cash dividends and do not anticipate doing so in the
foreseeable future.  Future dividends, if any, will depend upon our
results of operations, financial condition, capital needs and such other factors
as the board of directors deems relevant.





Recent Sales of Unregistered
Securities. We did not sell any equity securities that were not
registered under the Securities Act of 1933, as amended, during the fiscal
quarter ended December 31, 2009.





Item 6. Selected Financial
Data.





The
information called for by this item is not required as we are a smaller
reporting company.





Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.





You should read the following discussion and analysis
(“MD&A”) together with our audited Financial Statements and Notes thereto
included elsewhere in this Annual Report. The Annual Report contains
forward-looking statements that involve risks, uncertainties and assumptions.
Actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors.





We were
incorporated on July 25, 2007 under the laws of the State of Delaware. A
substantial portion of our activities has involved developing a business plan
and establishing contacts and visibility in the marketplace. Due to the
recent economic downturn, we were unable to receive sufficient funds to commence
operations and we have not generated any revenue to date. Therefore, we
abandoned our plan to engage in developing and marketing enhancements to
electrocardiogram (“EKG”) equipment and are currently inactive and are seeking a
suitable candidate for a business combination.


5


We are,
based on proposed business activities, a “blank check” company. The U.S.
Securities and Exchange Commission (the “SEC”), defines those companies as “any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Exchange Act and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies.” Under Rule 12b-2 under the Securities Act of
1933, as amended, we also qualify as a “shell company,” because we have no or
nominal assets and no or nominal operations.





Our
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings. We will not restrict our potential
candidate target companies to any specific business, industry or geographical
location and, thus, may acquire any type of business.





We have
not had any operating income since our inception.  We do not currently
engage in any business activities that provide cash flow. For the period from
July 25, 2007 (inception) through December 31, 2009, we recognized net losses of
$89,044, resulting from expenses mainly associated with legal and accounting
expenses. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with additional amounts, as
necessary, to be loaned to or invested in us by our principal stockholder,
management or other investors, or assumed by our principal
stockholder.





During
the next 12 months we anticipate incurring costs related to:





(i)  filing
of Exchange Act reports, and


(ii)  costs
relating to consummating an acquisition.





We
believe we will be able to meet these costs through use of funds be loaned by or
invested in us by our principal stockholder, management or other
investors.





We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.





Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.





We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





Results
of Operations





The
Company has not conducted any active operations since its inception. No revenues
have been generated by the Company for the period from July 25, 2007 (inception)
through December 31, 2009. It is unlikely the Company will have any revenues
unless it is able to effect an acquisition or merger with an operating company,
of which there can be no assurance.





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 a history of losses that are likely to
continue in the future. Our independent registered public accounting firm has
included an explanatory paragraph in their report in our audited financial
statements for the year ended December 31, 2009 to the effect that our losses
from operations and our negative cash flows from operations raise substantial
doubt about our ability to continue as a going concern. Our financial statements
do not include any adjustments that might be necessary should we be unable to
continue as a going concern. We may be required to cease operations which could
result in our stockholders losing almost all of their
investment.


6


Liquidity
and Capital Resources





As of
December 31, 2009, we had no assets or cash on hand and current liabilities of
$9,535. Consequently, our current position is extremely illiquid.  Our
limited resources will affect the extent of our activities in the future unless
we are successful in realizing financing. Management is seeking debt or equity
financing or alternatively to acquire an operating business with liquidity.
There can be no assurance that we will obtain financing or complete a business
combination.





Off-Balance
Sheet Arrangements





As of
December 31, 2009, we have no significant 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 of operations, liquidity, capital expenditures or capital resources that
is material to stockholders.





Recent
Accounting Pronouncements





Reference
is made to Note 2 to our financial statements included herein.





Item
7A. Quantitative and Qualitative Disclosures About Market
Risk.





The
information called for by this item is not required as we are a smaller
reporting company.


7


Noble Medical Technologies, Inc.




December
31, 2009 and 2008




Index to
Financial Statements




Contents
                
                Page(s)Report
      of Independent Registered Public Accounting Firm
                
                F-2Balance
      Sheets
                
                F-3Statements
      of Operations
                
                F-4Statement
      of Stockholders’ Deficit
                
                F-5Statements
      of Cash Flows
                
                F-6Notes
      to the Financial Statements
                
                F-7
      to F-12


F-1


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Noble
Medical Technologies, Inc.


Los
Angeles, California





We have
audited the accompanying balance sheets of Noble Medical Technologies, Inc. (the
“Company”) as of December 31, 2009 and 2008 and the related statement of
operations, stockholder’s deficit and cash flows for the years then
ended.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2009
and 2008 and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company had a negative working capital and an
accumulated deficit during the development stage at December 31, 2009 and had a
net loss and cash used in operations for the year then ended, with no revenues
during the period. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regards to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.




/s/Li & Company, PCLi
      & Company, PC




Skillman,
New Jersey


April 15,
2010


F-2





NOBLE
MEDICAL TECHNOLOGIES, INC.





BALANCE
SHEETS





December
      31, 2009
                              
                              
                              December
      31, 2008ASSETSCURRENT
      ASSETS:Cash
                              
                              $
                              -
                              
                              
                              $
                              371Total
      Current Assets
                              
                              
                              -
                              
                              
                              
                              371Total
      Assets
                              
                              $
                              -
                              
                              
                              $
                              371LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accrued
      expenses
                              
                              $
                              9,535
                              
                              
                              $
                              21,667Total
      Current Liabilities
                              
                              
                              9,535
                              
                              
                              
                              21,667STOCKHOLDERS'
      DEFICIT:Preferred
      stock at $0.0001 par value: 1,000,000 shares authorized,none
      issued or outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock at $0.0001 par value: 20,000,000 shares authorized,4,188,000
      shares issued and outstanding
                              
                              
                              419
                              
                              
                              
                              419Additional
      paid-in capital
                              
                              
                              79,090
                              
                              
                              
                              46,581Accumulated
      deficit
                              
                              
                              (89,044
                              )
                              
                              
                              (68,296
                              )Total
      Stockholders' Deficit
                              
                              
                              (9,535
                              )
                              
                              
                              (21,296
                              )Total
      Liabilities and Stockholders' Deficit
                              
                              $
                              -
                              
                              
                              $
                              371




See
accompanying notes to the financial statements.


F-3





NOBLE
MEDICAL TECHNOLOGIES, INC.





STATEMENTS
OF OPERATIONS





For
      the Year
                            
                            
                            For
      the YearEnded
                            
                            
                            EndedDecember
      31, 2009
                            
                            
                            December
      31, 2008OPERATING
      EXPENSES:Professional
      fees
                            
                            $
                            20,548
                            
                            
                            $
                            28,000General
      and administrative expenses
                            
                            
                            200
                            
                            
                            
                            11,389Total
      operating expenses
                            
                            
                            20,748
                            
                            
                            
                            39,389LOSS
      BEFORE TAXES
                            
                            
                            (20,748
                            )
                            
                            
                            (39,389
                            )INCOME
      TAXES
                            
                            
                            -
                            
                            
                            
                            800NET
      LOSS
                            
                            $
                            (20,748
                            )
                            
                            $
                            (40,189
                            )NET
      LOSS PER COMMON SHARE -BASIC
      AND DILUTED:
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.01
                            )Weighted
      Common Shares Outstanding -basic
      and diluted
                            
                            
                            4,188,000
                            
                            
                            
                            4,156,798





See
accompanying notes to the financial statements.


F-4





NOBLE
MEDICAL TECHNOLOGIES, INC.





STATEMENT
OF STOCKHOLDERS' DEFICIT


For the
Year ended December 31, 2009 and 2008





Common
      Stock, $0.0001 Par Value
                            
                            
                            Additional
                            
                            
                            Deficit
      accumulated
                            
                            
                            TotalNumber
      of
                            
                            
                            
                            
                            
                            Paid-in
                            
                            
                            During
      the
                            
                            
                            Stockholders'Shares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Development
      Stage
                            
                            
                            DeficitBalance,
      January 1, 2008
                            
                            
                            4,008,000
                            
                            
                            $
                            401
                            
                            
                            $
                            1,599
                            
                            
                            $
                            (28,107
                            )
                            
                            $
                            (26,107
                            )Issuance
      of common stock for cash
                            
                            
                            180,000
                            
                            
                            
                            18
                            
                            
                            
                            44,982
                            
                            
                            
                            
                            
                            
                            
                            45,000Net
      loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (40,189
                            )
                            
                            
                            (40,189
                            )Balance,
      December 31, 2008
                            
                            
                            4,188,000
                            
                            
                            
                            419
                            
                            
                            
                            46,581
                            
                            
                            
                            (68,296
                            )
                            
                            $
                            (21,296
                            )Arrcued
      expenses assumed and paid by stockholder
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            21,296
                            
                            
                            
                            
                            
                            
                            
                            21,296Contributed
      capital
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            11,213
                            
                            
                            
                            
                            
                            
                            
                            11,213Net
      loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (20,748
                            )
                            
                            
                            (20,748
                            )Balance,
      December 31, 2009
                            
                            
                            4,188,000
                            
                            
                            $
                            419
                            
                            
                            $
                            79,090
                            
                            
                            $
                            (89,044
                            )
                            
                            $
                            (9,535
                            )





See
accompanying notes to the financial statements.


F-5





NOBLE
MEDICAL TECHNOLOGIES, INC.





STATEMENTS
OF CASH FLOWS





For
      the Year
                                    
                                    
                                    For
      the YearEnded
                                    
                                    
                                    EndedDecember
      31, 2009
                                    
                                    
                                    December
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                    
                                    $
                                    (20,748
                                    )
                                    
                                    $
                                    (40,189
                                    )Adjustments
      to reconcile net loss to net cashused
      in operating activitiesChanges
      in operating assets and liabilities:Accrued
      expenses
                                    
                                    
                                    9,164
                                    
                                    
                                    
                                    (6,533
                                    )NET
      CASH USED INOPERATING
      ACTIVITIES
                                    
                                    
                                    (11,584
                                    )
                                    
                                    
                                    (46,722
                                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Amounts
      received from (paid to) related partiesCapital
      contribution
                                    
                                    
                                    11,213
                                    
                                    
                                    
                                    -Sale
      of common stock
                                    
                                    
                                    
                                    
                                    
                                    
                                    45,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                    
                                    
                                    11,213
                                    
                                    
                                    
                                    45,000NET
      CHANGE IN CASH
                                    
                                    
                                    (371
                                    )
                                    
                                    
                                    (1,722
                                    )Cash
      at beginning of period
                                    
                                    
                                    371
                                    
                                    
                                    
                                    2,093Cash
      at end of period
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    371SUPPLEMENTAL
      DISCLOSURE OFCASH
      FLOW INFORMATION:Interest
      paid
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Taxes
      paid
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    800NON
      CASH FINANCING AND INVESTING ACTIVITIES:Accrued
      expenses assumed and paid by the stockholder
                                    
                                    $
                                    21,296
                                    
                                    
                                    $
                                    -





See
accompanying notes to the financial statements.


F-6


Noble
Medical Technologies, Inc.


December
31, 2009 and 2008


Notes to
the Financial Statements





NOTE 1 - ORGANIZATION AND
OPERATIONS





Noble
Medical Technologies, Inc. (the “Company”) was incorporated on July 25, 2007
under the laws of the State of Delaware.  A substantial portion of the
Company’s activities has involved developing a business plan and establishing
contacts and visibility in the marketplace.  Due to the recent
economic downturn, the Company was unable to receive sufficient funds to
commence operations and the Company has not generated any revenue to date.
Therefore, the Company abandoned its plan to engage in developing and marketing
enhancements to electrocardiogram (“EKG”) equipment and is currently inactive
and is seeking a suitable candidate for a business combination.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
presentation





The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).





Use of
estimates





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





Due to the limited level of operations,
the Company has not had to make material assumptions or estimates other than the
assumption that the Company is a going concern.





Cash
equivalents





The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.





Fair value of financial
instruments





The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America (U.S. GAAP), and
expands disclosures about fair value measurements.  To increase
consistency and comparability in fair value measurements and related
disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels.  The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs.  The three
(3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are
described below:





Level
      1
            Quoted
      market prices available in active markets for identical assets or
      liabilities as of the reporting
date.





Level
      2
            Pricing
      inputs other than quoted prices in active markets included in Level 1,
      which are either directly or indirectly observable as of the reporting
      date.





Level
      3
            Pricing
      inputs that are generally observable inputs and not corroborated by market
      data.





The
carrying amounts of the Company’s financial assets and liabilities, such as
accrued expenses, approximate their fair values because of the short maturity of
these instruments.





The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
December 31, 2009 or 2008, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the year ended December 31, 2009 or 2008.


F-7


Revenue
recognition





The
Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition.  The Company will recognize
revenue when it is realized or realizable and earned.  The Company
considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is
reasonably assured.





Income
taxes





The
Company accounts for income taxes under Section 740-10-30 of the FASB Accounting
Standards Codification, which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns.  Under this
method, deferred tax assets and liabilities are based on the differences between
the financial statement and tax bases of assets and liabilities using enacted
tax rates in effect for the fiscal year in which the differences are expected to
reverse.  Deferred tax assets are reduced by a valuation allowance to
the extent management concludes it is more likely than not that the assets will
not be realized.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the fiscal years
in which those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the Statements of Income and Comprehensive
Income in the period that includes the enactment date.





The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification
(“Section 740-10-25”) with regards to uncertainty income
taxes.  Section 740-10-25 addresses the determination of whether tax
benefits claimed or expected to be claimed on a tax return should be recorded in
the financial statements.  Under Section 740-10-25, the Company may
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the
position.  The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement. Section 740-10-25 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures.  The Company had no
material adjustments to its liabilities for unrecognized income tax benefits
according to the provisions of Section 740-10-25.





Net loss per common
share





Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period.  Diluted net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during each
period.  There were no potentially dilutive shares outstanding as of
December 31, 2009 or 2008.





Recently issued accounting
pronouncements





On June
5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted
final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”),
as amended by SEC Release No. 33-9072 on October 13, 2009.  Under the
provisions of Section 404 of the Sarbanes-Oxley Act, public companies and their
independent auditors are each required to report to the public on the
effectiveness of a company’s internal controls.  The smallest public
companies with a public float below $75 million have been given extra time to
design, implement and document these internal controls before their auditors are
required to attest to the effectiveness of these controls.  This
extension of time will expire beginning with the annual reports of companies
with fiscal years ending on or after June 15, 2010.  Commencing with
its annual report for the fiscal year ending February 28, 2011, the Company will
be required to include a report of management on its internal control over
financial reporting.  The internal control report must include a
statement





·
            Of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





·
            Of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and





·
            Of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.





Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.





In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009.  The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place.  All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009.


F-8


In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities.  The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.





In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities.  This update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements.  The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments -Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”.  This update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer commentAccounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.





In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 “Equity Topic 505 –
Accounting for Distributions to Shareholders with Components of Stock and
Cash”, which clarify that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions
should be accounted for and included in EPS calculations in accordance with
paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting
Standards codification.  The amendments in this Update also provide a
technical correction to the Accounting Standards Codification.  The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master
Glossary.  That guidance indicates that a stock dividend takes nothing
from the property of the corporation and adds nothing to the interests of the
stockholders.  It also indicates that the proportional interest of
each shareholder remains the same, and is a key factor to consider in
determining whether a distribution is a stock dividend.


F-9


In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-02 “Consolidation Topic
810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a
Scope Clarification”, which provides amendments to Subtopic 810-10 and
related guidance within U.S. GAAP to clarify that the scope of the decrease in
ownership provisions of the Subtopic and related guidance applies to the
following:





1.
            A
      subsidiary or group of assets that is a business or nonprofit
      activity.


2.
            A
      subsidiary that is a business or nonprofit activity that is transferred to
      an equity method investee or joint
venture.


3.
            An
      exchange of a group of assets that constitutes a business or nonprofit
      activity for a noncontrolling interest in an entity (including an equity
      method investee or joint venture).





The
amendments in this Update also clarify that the decrease in ownership guidance
in Subtopic 810-10 does not apply to the following transactions even if they
involve businesses:





1.
            Sales
      of in substance real estate.  Entities should apply the sale of
      real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment)
      and 976-605 (Retail/Land) to such
transactions.


2.
            Conveyances
      of oil and gas mineral rights.  Entities should apply the
      mineral property conveyance and related transactions guidance in Subtopic
      932-360 (Oil and Gas-Property, Plant, and Equipment) to such
      transactions.





If a
decrease in ownership occurs in a subsidiary that is not a business or nonprofit
activity, an entity first needs to consider whether the substance of the
transaction causing the decrease in ownership is addressed in other U.S. GAAP,
such as transfers of financial assets, revenue recognition, exchanges of
nonmonetary assets, sales of in substance real estate, or conveyances of oil and
gas mineral rights, and apply that guidance as applicable. If no other guidance
exists, an entity should apply the guidance in Subtopic 810-10.





Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.





NOTE
3 – GOING CONCERN





As
reflected in the accompanying financial statements, the Company had an
accumulated deficit of $89,044 at December 31, 2009 and had a net loss and cash
used in operations of $20,748 and $32,880 for the year ended December 31, 2009,
respectively, with no revenues earned since inception.





While the
Company is attempting to commence operations and generate revenues, the
Company’s cash position may not be significant enough to support the Company’s
daily operations.  Management intends to raise additional funds by way
of a public or private offering.  Management believes that the actions
presently being taken to further implement its business plan and generate
revenues provide the opportunity for the Company to continue as a going
concern.  While the Company believes in the viability of its strategy
to generate revenues and in its ability to raise additional funds, there can be
no assurances to that effect.  The ability of the Company to continue
as a going concern is dependent upon the Company’s ability to further implement
its business plan and generate revenues.





The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.





NOTE
4 – STOCKHOLDERS’ DEFICIT





Common
stock





For the
period from January 1, 2008 through March 30, 2008, the Company sold 164,000
shares of its common stock at $0.25 per share to 36 individuals for
$41,000.





For the
period from April 1, 2008 through April 17, 2008, the Company sold 16,000 shares
of its common stock at $0.25 per share to four (4) individuals for
$4,000.





Capital
contribution





On June
30, 2009, net accrued expenses of $21,296 as of February 6, 2009 were assumed by
certain stockholders of the Company and have been reclassified to additional
paid-in capital.


F-10


For the
period from July 1, 2009 through December 31, 2009, certain stockholders of the
Company paid $11,213 professional fees on behalf of the Company and contributed
the payments as capital.





NOTE
5 – INCOME TAXES





Deferred tax
assets





At
December 31, 2009, the Company had net operating loss (“NOL”) carry–forwards for
Federal income tax purposes of $89,044 that may be offset against future taxable
income through 2029.  No tax benefit has been reported with respect to
these net operating loss carry-forwards in the accompanying financial statements
because the Company believes that the realization of the Company’s net deferred
tax assets of approximately $30,275 was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are fully
offset by a valuation allowance of $30,275.





Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards.  The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realizability.  The valuation allowance increased approximately $7,054
and $13,665 for the year ended December 31, 2009 and 2008,
respectively.





Components
of deferred tax assets at December 31, 2009 and 2008 are as
follows:





December
                        31,2009
                      
                      
                      December
                        31,2008Net
      deferred tax assets – Non-current:Expected
      income tax benefit from NOL carry-forwards
                      
                      $
                      30,275
                      
                      
                      
                      23,221Less
      valuation allowance
                      
                      
                      (30,275
                      )
                      
                      
                      (23,221
                      )Deferred
      tax assets, net of valuation allowance
                      
                      $
                      -
                      
                      
                      $
                      -





Income taxes in the
statements ofoperations





A
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:





For the Year
                                Ended
                                December 31,
                                2009
                              
                              
                              For the Year
                                Ended
                                December
                                31, 2009Federal
      statutory income tax rate
                              
                              
                              34.0
                              %
                              
                              
                              34.0
                              %Change
      in valuation allowance on net operating loss
carry-forwards
                              
                              
                              (34.0
                              )%
                              
                              
                              (34.0
                              )%Effective
      income tax rate
                              
                              
                              0.0
                              %
                              
                              
                              0.0
                              %





NOTE
6 – RELATED PARTY TRANSACTION





Free office
space





The
Company has been provided office space by its principal stockholder at no
cost.  The management determined that such cost is nominal and did not
recognize the rent expense in its financial statements.





NOTE
7 – SUBSEQUENT EVENTS




The Company has evaluated all events
that occurred after the balance sheet date of December 31, 2009 through April
15, 2010, the date when the financial statements were issued to determine if
they must be reported.  The Management of the Company
determinedthat there were certain reportable
subsequent events to be disclosed as follows:


On
February 9, 2010, the Company and GoldSail Shipping Corporation, a Marshall
Islands corporation (“GoldSail”) mutually agreed to enter into a Termination
Agreement, pursuant to which the previously announced Agreement and Plan of
Merger, dated as of May 5, 2009 (the “Merger Agreement”), by and between the
Company, GoldSail and Noble Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of GoldSail, was terminated.




In
connection with the termination of the Merger Agreement, on April 9, 2010,
George Elliott (“Elliott”), entered into an Agreement with Trinad Capital Master
Fund, Ltd. (“Trinad”), pursuant to which Elliott agreed to assign and transfer
an aggregate of 3,978,600 shares (the “Shares”) of the Company’s common stock,
$.0001 par value per share (“Common Stock”), representing 95% of the issued and
outstanding Common Stock of the Company as of April 9, 2010 (the “Closing”). At
Closing, Trinad exchanged one share of Series B Convertible Preferred Stock of
GoldSail in consideration for the Shares. At the time of the change in control,
Trinad became the beneficial owner of 3,978,600 shares of Common Stock of the
Company. This amount represents 95% of the total voting securities of the
Company’s currently issued and outstanding shares of Common
Stock.


F-11


Item 9.   Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.





None.





Item
9A(T). Controls and Procedures.





Disclosure
Controls and Procedures





Our Chief
Executive Officer and Chief Financial Officer performed an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Annual Report on Form 10-K. Disclosure controls and procedures include, without
limitation, controls and procedures designed  to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission’s rules and
forms, and is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of December 31, 2009, our disclosure
controls and procedures were ineffective at the reasonable assurance level due
to the two material weaknesses described below.





Management’s
Report on Internal Control Over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal controls over
financial reporting for the Company.  Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the
Exchange Act as a process designed by, or under the supervision of, the
Company’s principal executive and principal financial officers and effected by
the Company’s 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:





•
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





•
            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 the company
      are being made only in accordance with authorizations of management and
      directors of the company; and





•
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failure. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.





The
Company’s management, including the Chief Executive Officer and Chief Financial
Officer, assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2009. In making this assessment, the
Company’s management used the criteria set forth by the Committee of Sponsoring
Organizations (“COSO”) of the Treadway Commission’s Internal Control-Integrated
Framework.





As a
result of this assessment, we have determined that our internal control over
financial reporting was ineffective as of December 31, 2009.  We had
neither the resources, nor the personnel, to provide an adequate control
environment.  The following two material weaknesses in our internal
control over financial reporting existed at December 31,
2009:





(i) We do
not have written documentation of our internal control policies and
procedures. Written documentation of key internal controls over financial
reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is
applicable to us for the year ended December 31, 2009.  Management
evaluated the impact of our failure to have written documentation of our
internal controls and procedures on our assessment of our disclosure controls
and procedures and has concluded that the control deficiency that resulted
represented a material weakness.


8


(ii) We
do not have sufficient segregation of duties within accounting functions, which
is a basic internal control. Due to our size and nature, segregation of all
conflicting duties may not always be possible and may not be economically
feasible. However, to the extent possible, the initiation of transactions,
the custody of assets and the recording of transactions should be performed by
separate individuals.  Management evaluated the impact of our failure to
have segregation of duties on our assessment of our disclosure controls and
procedures, and concluded that the control deficiency that resulted represented
a material weakness.





It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable and not absolute assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of certain events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.





Attestation Report of the Independent Registered
Public Accounting Firm





This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Annual Report. We will be required, however, to provide the
attestation report in our annual report for the fiscal year ending December 31,
2010.





Changes
in Internal Control over Financial Reporting





There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth fiscal quarter of 2009 that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting as such term is defined in Rule 13a-15 and 15d-15 of
the Exchange Act.





Item
9B. Other Information.





On April
9, 2010, George Elliott (“Elliott”), entered into an Agreement with Trinad
Capital Master Fund, Ltd. (“Trinad”), pursuant to which Elliott agreed to assign
and transfer an aggregate of 3,978,600 shares (the “Shares”) of the Company’s
common stock, $.0001 par value per share (“Common Stock”), representing 95% of
the issued and outstanding Common Stock of the Company as of April 9, 2010 (the
“Closing”) to Trinad. At Closing, Trinad exchanged one share of Series B
Convertible Preferred Stock of GoldSail Shipping Corporation, a Marshall Island
corporation, in consideration for the Shares.





At the
time of the change in control, Trinad became the beneficial owner of 3,978,600
shares of Common Stock of the Company. This amount represents 95% of the total
voting securities of the Company’s currently issued and outstanding shares of
Common Stock.





On April
9, 2010, Mr. George Elliott resigned as the Company’s Chief Executive Officer,
President and Secretary and as a director.  In addition, the total
number of members to serve on the board of directors of the Company was
increased to two and Messrs. Robert S. Ellin and Jay Krigsman were appointed as
members of the board of directors to serve until the next annual
stockholders meeting and until his successor is duly elected and
qualified.





In
Addition, on April 14, 2010 the board of directors of the company appointed
Robert S. Ellin as the Chief Executive Officer of the Company.





Background of Robert S.
Ellin





Mr.
Ellin, 45, has served as our Chief Executive Officer since April 14, 2010 and as
a director since April 9, 2010. He also served as our President and a director
from February 6, 2009 through April 28, 2009. Mr. Ellin also serves as a
director of Lateral Media Inc. since June 15, 2007 and until December 2, 2008
served as its Chief Executive Officer. Mr. Ellin is one
of the Managing Members of Trinad Management, LLC.  Mr.
Ellin is also a Managing Member of Trinad Capital Master Fund, Ltd., our
principal stockholder and a hedge fund dedicated to investing in micro-cap
public companies. Mr. Ellin currently sits on the boards of Command Security
Corporation, Zoo Entertainment, Inc., Mandalay Media, Inc.
and  Intrinsic, Inc. Prior to joining Trinad Capital Master Fund
Ltd., Mr. Ellin was the founder and President of Atlantis Equities, Inc.
(“Atlantis”), a personal investment company. Founded in 1990, Atlantis has
actively managed an investment portfolio of small capitalization public company
as well as select private company investments. Mr. Ellin frequently played an
active role in Atlantis investee companies including board representation,
management selection, corporate finance and other advisory services. Through
Atlantis and related companies, Mr. Ellin spearheaded investments into ThQ, Inc,
Grand Toys, Forward Industries, Inc. and completed a leveraged buyout of S&S
Industries, Inc. where he also served as President from 1996 to 1998. Prior to
founding Atlantis Equities, Mr. Ellin worked in Institutional Sales at LF
Rothschild and prior to that he was the Manager of Retail Operations at Lombard
Securities. Mr. Ellin received his B.A. from Pace University.





There are
no arrangements or understandings between Mr. Ellin and any other person
pursuant to which he was appointed as Chief Executive Officer and a director of
the Company.  Mr. Ellin does not have family relations with any
directors or executive officers of the Company. There are no transactions
to which the Company is a party and in which Mr. Ellin has a material interest
that are required to be disclosed under Item 404(a), as modified by Item
404(d)(1) of Regulation S-K.


9


There are
no arrangements or understandings between Mr. Krigsman and any other person
pursuant to which he was appointed as a director.  There are no
transactions to which the Company is a party and in which Mr. Krigsman has a
material interest that are required to be disclosed under Item 404(a), as
modified by Item 404(d)(1) of Regulation S-K.





Part
III





Item
10.  Directors, Executive Officers and Corporate
Governance.





The
following table sets forth our directors and executive officers as of April 14,
2010:





Name
              
              Age
              
              PositionRobert
      S. Ellin
              
              45
              
              Chief
      Executive Officer and DirectorCharles
      Bentz
              
              46
              
              Chief
      Financial OfficerJay
      Krigsman
              
              45
              
              Director





Robert S.
Ellin,see above
under Item 9B.





Charles
Bentz,Mr. Bentz has served as our Chief Financial Officer
since February 6, 2009. Mr. Bentz also serves as the Chief Financial
Officer of Lateral Media Inc. since June 15, 2007 and has 20 years of
accounting and administrative experience and is a Certified Public
Accountant.  Prior to joining Trinad Management, LLC, Mr. Bentz was a Vice
President and the Controller of Fletcher Asset Management; Vice President,
Controller and Head of Fund Administration & Compliance of the Reserve
Funds; Vice President and head of Fund Administration & Compliance of
BlackRock Inc.; Vice President and Controller of HHF Acquisition Corp.; and
Associate Vice President of Prudential Mutual Fund Management.  Mr. Bentz
began his career at Deloitte & Touche, and holds a B.S. in Accounting
from Villanova University.





Jay Krigsman,Mr.
Krigsman has served as our director since April 9, 2010. Mr. Krigsman has been
the Executive Vice President and Asset Manager of The Krausz Companies since
1992, where he oversees the company’s property management team and is
responsible for developing and implementing strategic leasing programs. Prior to
joining The Krausz Companies, Mr. Krigsman had the senior leasing
responsibilities for Birtcher Development Co. Mr. Krigsman holds a Certified
Commercial Investment Member designation and holds a California Real Estate
Broker’s License. Mr. Krigsman is currently a director of Lateral Media Inc. Mr.
Krigsman received a B.A. in Business Administration from the University of
Maryland.





Audit
Committee and Audit Committee Financial Expert.




We do not
currently have an audit committee financial expert, nor do we have an audit
committee.  Our entire board of directors, which currently consists of
Messrs. Ellin and Krigsman, handles the functions that would otherwise be
handled by an audit committee.  We do not currently have the capital
resources to pay director fees to a qualified independent expert who would be
willing to serve on our board of directors and who would be willing to act as an
audit committee financial expert.  As our business expands and as we
appoint others to our board of directors we expect that we will seek a qualified
independent expert to become a member of our board of
directors.  Before retaining any such expert our board of directors
would make a determination as to whether such person is
independent.





Nominating Committee.





The
board of directors has not yet established a nominating committee due to our
early stage of development. Our entire board of directors currently operates as
our nominating committee.





Code
of Ethics.





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because of the small number
of persons involved in the management of the Company.





Board
Leadership Structure and Role in Risk Oversight.





Due to
the small size and early stage of the Company, and its status as a shell
company, we have not adopted a formal policy on whether the Chairman and Chief
Executive Officer positions should be separate or combined, and the board of
directors does not currently have a Chairman.




Our board
of directors is primarily responsible for overseeing our risk management
processes on behalf of our board of directors.  The board of directors
receives and reviews periodic reports from management, auditors, legal counsel,
and others, as considered appropriate regarding our company’s assessment of
risks. The board of directors focuses on the most significant risks facing our
company and our company’s general risk management strategy. While the board of
directors oversees our company’s risk management, management is responsible for
day-to-day risk management processes. We believe this division of
responsibilities is the most effective approach for addressing the risks facing
our Company.


10


Item
11. Executive Compensation.





No past
or current officer or director of the Company has received any compensation and
none is due or payable.  Our only officers and directors, Messrs.
Bentz, Ellin and Krigsman, do not receive any compensation for the services they
render to the Company, have not received compensation in the past, and are not
accruing any compensation pursuant to any agreement with the
Company.  We currently have no formal written salary arrangement with
either of our officers. Messrs. Bentz, Ellin and Krigsman may receive a salary
or other compensation for services that they provide to the Company in the
future.  No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by the Company
for the benefit of the Company’s employees.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
following table sets forth certain information regarding beneficial stock
ownership as of April 13, 2010 of (i) all persons known to us to be beneficial
owners of more than 5% of our outstanding common stock; (ii) each director and
executive officer of the Company, and (iii) all of our officers and directors as
a group.  Each of the persons in the table below has sole voting power and
sole dispositive power as to all of the shares shown as beneficially owned by
them, except as otherwise indicated.





Name and addressof beneficial owner
                                    
                                    Number of Shares Beneficially Owned(1)
                                    
                                    
                                    Percent of Outstanding Shares(1)Trinad
      Capital Master Fund, Ltd.
                                    
                                    
                                    3,978,600
                                    
                                    
                                    
                                    95
                                    %2000
      Avenue of the Stars, Suite 410Los
      Angeles, CA 90067Charles
      Bentz
                                    
                                    
                                    0
                                    
                                    
                                    
                                    02000
      Avenue of the Stars, Suite 410Los
      Angeles, CA 90067Robert
      S. Ellin
                                    
                                    
                                    0
                                    
                                    
                                    
                                    02000
      Avenue of the Stars, Suite 410Los
      Angeles, CA 90067Jay
      Krigsman
                                    
                                    
                                    0
                                    
                                    
                                    
                                    02000
      Avenue of the Stars, Suite 410Los
      Angeles, CA 90067All
      officers and directorsas
      a group (three persons)
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0





(1)
            For the purposes of this table, a
      person is deemed to have “beneficial ownership” of any shares of capital
      stock that such person has the right to acquire within 60 days of April
      13, 2010.  All percentages for common stock are calculated based upon
      a total of 4,188,000 shares outstanding as of April 13,
      2010.


11




Item 13. Certain
Relationships and Related Transaction, and Director
Independence.





On May 5,
2009, the Company, GoldSail Shipping Corporation (“GoldSail”) and Merger Sub, a
wholly-owned subsidiary of GoldSail entered into a Merger Agreement, pursuant to
which the Company will merge with and into Merger Sub, with Merger Sub to be the
Surviving Corporation through an exchange of all the issued and outstanding
shares of capital stock of the Company for shares of common stock of GoldSail.
At that time, George Elliott was the beneficial owner of 95% of the capital
stock of the Company and its Chief Executive Officer, President, Secretary and
the Company’s sole director and was also the beneficial owner of 100% of the
voting capital stock of GoldSail and served as its Chairman and Chief Executive
Officer. On February 9, 2010, the Merger Agreement was terminated.





The
Company had been provided office space by a former stockholder until May 5, 2009
at no cost. The Company has been provided office space by its principal
stockholder since May 5, 2009 at no cost. The management determined that such
cost is nominal and did not recognize rent expense in its financial
statements.





Director Independence.As of
April 9, 2010, Messrs. Ellin and Krigsman became the only directors of the
Company. Mr. Ellin is not considered “independent” in accordance with the
Securities and Exchange Commission rules. We are currently traded on the
Over-the-Counter Bulletin Board. The Over-the-Counter Bulletin Board does not
require that a majority of the board of directors be independent.





Item
14. Principal Accounting Fees and Services.





Audit Fees





The
aggregate fees billed for professional services rendered by our independent
registered public accounting firm, Li & Company, PC, for the audit of our
annual financial statements for the years ended December 31, 2009 and
2008 were $12,000 and $14,000, respectively.




Audit-Related
Fees




During
the fiscal years ended December 31, 2009 and 2008, our principal accountant did
not render assurance and related services reasonably related to the performance
of the audit or review of financial statements.




Tax
Fees




The
aggregate fees billed for professional services rendered by our principal
accountant for the tax compliance for each of the years ended December 31, 2009
and 2008 was $800.




All Other Fees




During
the for the years ended December 31, 2009 and 2008, there were no fees billed
for products and services provided by the principal accountant other than those
set forth above.




Audit
Committee Approval




We
currently do not have an audit committee.  However, our board of
directors has pre-approved the services described above.





Part IV





Item
15. Exhibits, Financial Statement Schedules.





(a) Documents
filed as part of this report are as follows:





(1) Financial Statements and
Report of Independent Registered Public Accounting Firm


(2) Financial Statement
Schedules


None required.


(3) Exhibits: see below Item
15(b)


12


(b) Exhibits:





Exhibit
      Number
                
                Exhibit
      Description10.1*
                
                Agreement,
      dated as of April 9, 2010, by and between George Elliott and Trinad
      Capital Master Fund, Ltd.10.2
                
                Termination
      Agreement, dated as of February 9, 2010, by and between Noble Medical
      Technologies, Inc. and GoldSail Shipping Corporation (previously filed as
      Exhibit 10.1 to the Registrant’s Current Report on Form 8-K,
      filed with the SEC on February 10, 2010).31.1*
                
                Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act.31.2*
                
                Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act.32.1**
                
                Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.





*
            Filed
      herewith.


**
            Furnished
      herewith.


13


SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) 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
      MEDICAL TECHNOLOGIES, INC.April
      15, 2010
                By:
                /s/ Charles BentzCharles
      BentzChief
      Financial Officer(Principal
      Financial Officer)





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





Signature
                                  
                                  Title
                                  
                                  Date/s/
      Robert S. Ellin
                                  
                                  Chief
      Executive Officer (Principal Executive
                                  
                                  April
      15, 2010Officer)
      and a DirectorRobert
      S. Ellin/s/
      Charles Bentz
                                  
                                  Chief
      Financial Officer
                                  
                                  April
      15, 2010(Principal
      Financial andCharles
      Bentz
                                  
                                  Accounting
      Officer)/s/
      Jay Krigsman
                                  
                                  Director
                                  
                                  April
      15, 2010Jay
      Krigsman


14