UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549








FORM
10-K


(Mark   
(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,
  2008


or





[  ]
      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
            20-0587718


State
      or other jurisdiction of
            (I.R.S.
      Employer


incorporation
      or organization
            Identification
      No.)







4430
Noble Avenue – Apartment 201, Sherman Oaks, CA   91403


(Address
of principal executive
offices)                             
(Zip code)





Registrant’s
Telephone Number, including area code: 310-498-0778





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  
 ̈
    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  
 ̈
    No   x




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


Yes  
x      No  
 ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 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.


Yes    ̈
    No   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  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              (Do
      not check if a smaller reporting company)
            Smaller
      reporting company x







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






The
aggregate market value of voting and non-voting stock held by non-affiliates of
the registrant as of February 2, 2009 was [$139,360].




There
were 4,188,000 shares of common stock outstanding as of February 2,
2009.




DOCUMENTS
INCORPORATED BY REFERENCE




None.





Noble
Medical Technologies, Inc.




FORM
10-K


Table
of Contents





PART IItem 1.
                                                          
                                                          BusinessItem 1A.
                                                          
                                                          Risk FactorsItem 1B.
                                                          
                                                          Unresolved Staff CommentsItem 2.
                                                          
                                                          PropertiesItem 3.
                                                          
                                                          Legal ProceedingsItem 4.
                                                          
                                                          Submission of Matters to a Vote of Security
      HoldersPART IIItem 5.
                                                          
                                                          Market for Registrant's Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      SecuritiesItem 6.
                                                          
                                                          Selected Financial DataItem 7.
                                                          
                                                          Management’s Discussion and Analysis of Financial
      Condition and Results of OperationItem 8.
                                                          
                                                          Financial Statements and Supplementary
      DataItem 9.
                                                          
                                                          Changes in and Disagreements With Accountants on
      Accounting and Financial DisclosureItem 9A(T).
                                                          
                                                          Controls and ProceduresItem 9B.
                                                          
                                                          Other InformationPARTIIIItem 10.
                                                          
                                                          Directors, Executive Officers and Corporate
      GovernanceItem 11.
                                                          
                                                          Executive CompensationItem 12.
                                                          
                                                          Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder MattersItem 13.
                                                          
                                                          Certain Relationships and Related Transactions,
      and DirectorIndependenceItem 14.
                                                          
                                                          Principal Accounting Fees and
      ServicesPARTIVItem 15.
                                                          
                                                          Exhibits, Financial Statement
      SchedulesIndex to Consolidated Financial
      StatementsIndex to ExhibitsSignatures











Part I





FORWARD
LOOKING STATEMENT INFORMATION





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, competitive and market conditions, technological
developments related to medical devices, 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 information is based on various factors and was 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





OUR
PROPOSED BUSINESS





We were
incorporated in the State of Delaware in July 2007 to enter the business of
developing and marketing enhancements to electrocardiogram (“EKG”)
equipment.  Our plan is to direct our efforts towards physicians and
medical technicians at hospitals, clinics and other locations where EKG
equipment is used. We are not presently operational and our commencing
operations will be contingent on our receipt of additional financing of between
$600,000 and $2,000,000.  If we are able to commence operations, our
primary focus will be to hire management personnel in both marketing and
technical areas.  Due to the recent economic downturn, the likelihood
of achieving our goals has substantially diminished.  Accordingly, we
may discontinue our efforts to fund our proposed operations and we may seek to
acquire a different business if we believe that such acquisition would be in the
best interest of our shareholders.  We have not entered into any
agreement to acquire any business.








Overview





Contingent
upon the receipt of financing, we intend to develop, manufacture and market our
“multi-lead retractable console” (“Multi-Lead Retractable Console”) for EKG
equipment which we believe will be accepted by the market as it will save
medical technicians’ time in attaching the multiple leads necessary to patients
in situations where time can be critical to the medical outcome.  We
will secure office space, hire necessary personnel, further develop the design
of our product, apply for patent protection, either manufacture or arrange for
the manufacture of our product, and seek out partnerships with larger medical
equipment manufacturers to enhance our distribution effort.





Proposed
Products and Services





Our
proposed medical technology product will be designed to be easy to use and to
address the needs of physicians and medical technicians particularly in
emergency rooms.  It is management’s belief that the currently used
technology is cumbersome and sub-optimal for critical emergency room
challenges.  Although we have not conducted any formal studies, we
believe that the medical community will accept and adopt our enhanced
system.





The “Multi-Lead Retractable Console”is our first proposed product. When operational, it will be offered
directly to hospitals and physicians or through strategic partnerships with
major medical equipment suppliers.  We do not have any other presently
proposed products, but may develop some in the future.





Planned
Sales and Marketing





Our
marketing effort will be a vital part of our operation. We will market directly
to our customers as well as through wholesalers and major medical equipment
suppliers. We have allocated a significant portion of our operating budget to
this marketing effort that may include hiring marketing personnel, advertising
in trade publications, and, if required, advertising in the general
media.  We have not conducted any studies to determine the optimal
price points for our proposed product.





2


Need
for Strategic Relationships





We have
no strategic partners and will seek to enter into alliances with the companies
characterized above to increase the possibility of our success in the medical
technology/equipment market. We cannot promise that these efforts will be
successful.





Technology





Because
we do not have any existing relationships with strategic partners, our products
must be developed to operate in several environments, such as hospital ERs,
clinics, and physicians’ offices. If we fail to accomplish this, we may be
foreclosed from marketing our products to certain market segments.  To
address this concern, management has allocated a significant portion of our
effort to product development.





While
complex to design, the components required for our products to perform properly
are either available off the shelf from existing vendors, or can be created
using industry standard tools, techniques and manufacturing. While it is
difficult to predict with any confidence the time and expense to get our
products to market, the technology risk is relatively minimal, as all the
existing components already exist.





Intellectual
Property Rights





We have
commenced the application process to obtain a patent for our Multi-Lead
Retractable Console.  While we have made a filing with the United
States Patent Office, we do not know if we will be issued a
patent.  Due to our limited financial resources, we have not been able
to pursue this application during 2008 or to date in 2009.  We will
require additional funding from financing activities to pursue this patent
application.  In the event other products are developed, management
will from time to time review the advisability of seeking a patent or taking
other action to protect our intellectual rights in our
products.  However, even if we were to secure a patent for one of our
products or a component thereof, it is impossible to predict whether that patent
would afford meaningful protection to us or would be found by a court to
infringe upon the patents of others and subject us to an award of
damages.





Competition





We will
compete in the highly competitive medical device market that is dominated by
large well-known companies with established names, solid market niches, wide
arrays of product offerings and marketing networks.  In addition, we
may be required to establish that we can fill orders for our product quickly and
reliably in order to market the same and dissuade potential customers from
purchasing any similar products that our competitors may develop.  We
intend to locate low cost reliable manufacturers overseas or domestically and
compete principally on price and the uniqueness of our product.





3


Suppliers





If we are
able to commence production, we intend to locate a low cost
manufacturer/assembler for our product since we believe it can be made from
readily available components.  We have not determined whether to
locate an overseas manufacturer which may require us to carry a significant
inventory or to utilize a domestic manufacturer which may result in our
incurring higher manufacturing costs but will allow us to more closely monitor
manufacturing quality and to fill orders more quickly despite having lower
inventories.  Management believes that there are suitable device
manufacturers both overseas and domestically to suit our needs for the
foreseeable future.





Food
and Drug Administration





If we are
able to commence production, in the U.S., our product will be subject to
regulation by the Food and Drug Administration (“FDA”), which regulates our
products as medical devices. The FDA regulates the clinical testing,
manufacture, labeling, distribution, import and export, sale and promotion of
medical devices. Noncompliance with applicable FDA requirements can result in,
among other things, fines, injunctions, civil penalties, recall or seizure of
products, total or partial suspension of production, failure of the government
to grant pre-market clearance or pre-market approval for devices, withdrawal of
marketing clearances or approvals and criminal prosecution. Unless an exemption
applies, all medical devices must receive either prior 510(k) clearance or
pre-market approval from the FDA before they may be commercially distributed in
the U.S. Submissions to obtain 510(k) clearance and pre-market approval must be
accompanied by a user fee, unless exempt. In addition, the FDA can also impose
restrictions on the sale, distribution or use of devices at the time of their
clearance or approval, or subsequent to marketing. The FDA classifies medical
devices into one of three classes: Class I, Class II or Class III -- depending
on the FDA's assessment of the degree of risk associated with the device and the
controls it deems necessary to reasonably ensure the device's safety and
effectiveness. Management believes that the FDA will deem our Multi-Lead
Retractable Console to be a Class II medical device and we will be subject to
certain costs and regulatory burdens that will not be significant to comply with
applicable FDA regulations.





Class I
devices are those for which safety and effectiveness can be assured by adherence
to a set of general controls, which include compliance with facility
registration and product listing requirements, reporting of adverse events, and
appropriate, truthful and non-misleading labeling, advertising and promotional
materials. Class II devices are also subject to these same general controls, as
well as any other special controls deemed necessary by the FDA to ensure the
safety and effectiveness of the device. These special controls can include
performance standards, post-market surveillance, patient registries and FDA
guidelines. Pre-market review and clearance by the FDA for Class II devices is
accomplished through the 510(k) pre-market notification procedure, unless the
device is exempt. When 510(k) clearance is required, a manufacturer must submit
a pre-market notification to the FDA demonstrating that the proposed device is
substantially equivalent in intended use and in safety and effectiveness to a
legally marketed device that is not subject to premarket approval, i.e., a
device that was legally marketed prior to May 28, 1976 and for which the FDA has
not yet required premarket approval; a device which has been reclassified from
Class III to Class II or I; or a novel device classified into Class I or II
through de novo classification. If the FDA agrees that the device is
substantially equivalent to the predicate, it will subject the device to the
same classification and degree of regulation as the predicate device, thus
effectively granting clearance to market it. After a device receives 510(k)
clearance, any modification that could significantly affect its safety or
effectiveness, or that would constitute a major change in its intended use,
requires a new 510(k) clearance or possibly a pre-market approval. Class III
devices are devices for which insufficient information exists that general or
special controls will provide reasonable assurance of safety and effectiveness,
and the devices are life-sustaining, life-supporting, or implantable, or of
substantial importance in preventing the impairment of human health, or present
a potential, unreasonable risk of illness or injury. Class III devices requiring
an approved pre-market approval application to be marketed are devices that were
regulated as new drugs prior to May 28, 1976, devices not found substantially
equivalent to devices marketed prior to May 28, 1976 and Class III pre-amendment
devices, which are devices introduced in the U.S. market prior to May 28, 1976,
that by regulation require pre-market approval.





4


FDA
Clearance Procedures





510(k)
Clearance Pathway.





When we
are required to obtain a 510(k) clearance for the Multi-Lead Retractable
Console, we must submit a pre-market notification to the FDA demonstrating that
the device is substantially equivalent to (1) a device that was legally marketed
prior to May 28, 1976 and for which the FDA has not yet required pre-market
approval; (2) a device which has been reclassified from Class III to Class II or
I; or (3) a novel device classified into Class I or II through de novo
classification. The FDA attempts to respond to a 510(k) pre-market notification
within 90 days of submission of the notification (or in some instances 30 days
under what is referred to as "special" 510(k) submission), but the response may
be a request for additional information or data, sometimes including clinical
data. As a practical matter, pre-market clearance can take significantly longer,
including up to one year or more. After a device receives 510(k) clearance for a
specific intended use, any modification that could significantly affect its
safety or effectiveness, or that constitutes a major change in its intended use,
would require a new 510(k) clearance or could require pre-market approval. In
the first instance, the manufacturer may determine that a change does not
require a new 510(k) clearance. The FDA can review any such decision and can
disagree with a manufacturer's determination. If the FDA disagrees with a
manufacturer's determination that a new clearance or approval is not required
for a particular modification, the FDA can require the manufacturer to cease
marketing and/or recall the modified device until 510(k) clearance or pre-market
approval is obtained.





5


Pre-market
Approval Pathway.





Once we
have a prototype we must submit a pre-market approval application if the device
cannot be cleared through the 510(k) process. The pre-market approval process is
much more demanding than the 510(k) pre-market notification process. A
pre-market approval application must be supported by extensive data and
information including, but not limited to, technical, pre-clinical and clinical
trials, manufacturing and labeling to demonstrate to the FDA's satisfaction the
safety and effectiveness of the device. After the FDA determines that a
pre-market approval application is complete, the FDA accepts the application and
begins an in-depth review of the submitted information. The FDA, by statute and
regulation, has 180 days to review an accepted pre-market approval application,
although the review generally occurs over a significantly longer period of time,
and can take up to several years. During this review period, the FDA may request
additional information or clarification of information already provided. Also
during the review period, an advisory panel of experts from outside the FDA may
be convened to review and evaluate the application and provide recommendations
to the FDA as to the approvability of the device. In addition, the FDA will
conduct a pre-approval inspection of the manufacturing facility to ensure
compliance with the Quality System Regulations. New pre-market approval
applications or supplemental pre-market approval applications are required for
significant modifications to the manufacturing process, labeling, use and design
of a device that is approved through the pre-market approval process. Pre-market
approval supplements often require submission of the same type of information as
a pre-market approval application, except that the supplement is limited to
information needed to support any changes from the device covered by the
original pre-market approval application, and may not require as extensive
clinical data or the convening of an advisory panel.  Management does
not believe that the Multi-Lead Retractable Console will require a pre-market
approval and the attendant costs of clinical trials.  If it were to
require a pre-market approval, this would significantly lengthen our time to
market and consume resources that we had intended for our marketing
effort.





Continuing
FDA Regulation





After a
device is placed on the market, numerous regulatory requirements apply. These
include, among others:





·
            Quality
      System Regulations, which require manufacturers to have a quality system
      for the design, manufacture, packaging, labeling, storage, installation,
      and servicing of finished medical
devices;


·
            labeling
      regulations, which govern product labels and labeling, prohibit the
      promotion of products for unapproved, or off-label, uses and impose other
      restrictions on labeling and promotional
  activities;


·
            medical
      device reporting, or MDR, regulations, which require that manufacturers
      report to the FDA if their device may have caused or contributed to a
      death or serious injury or malfunctioned in a way that would likely cause
      or contribute to a death or serious injury if it were to recur;
      and


·
            recalls
      and notices of correction or
removal.





6


MDR
Regulations





The MDR
regulations require that we report to the FDA any incident in which our product
may have caused or contributed to a death or serious injury, or in which our
product malfunctioned and, if the malfunction were to recur, would likely cause
or contribute to a death or serious injury.   We will make every
effort to comply with these regulations and to not incur reportable
incidents.





FDA
Inspections





If and
when we commence our proposed business, we will register with the FDA as a
medical device manufacturer. The FDA seeks to ensure compliance with regulatory
requirements through periodic, unannounced facility inspections and these
inspections may include the manufacturing facilities of our subcontractors.
Failure to comply with applicable regulatory requirements can result in
enforcement action by the FDA, which may include any of the
following:





·
            warning
      letters or untitled letters;


·
            fines,
      injunctions, and civil penalties;


·
            administrative
      detention; which is the detention by the FDA of medical devices believed
      to be adulterated or misbranded;


·
            voluntary
      or mandatory recall or seizure of our
products;


·
            customer
      notification, or orders for repair, replacement or
  refund;


·
            operating
      restrictions, partial suspension or total shutdown of
      production;


·
            refusal
      to review pre-market notification or pre-market approval
      submissions;


·
            rescission
      of a substantial equivalence order or suspension or withdrawal of a
      pre-market approval; and


·
            criminal
      prosecution.





We cannot
provide assurance that we can maintain a suitable level of regulatory compliance
in the future at any facilities we might establish.





Foreign
Regulation of Medical Devices





Clearance
or approval of our proposed products by regulatory authorities comparable to the
FDA may be necessary in foreign countries prior to marketing our product in
those countries, whether or not FDA clearance has been obtained. The regulatory
requirements for medical devices vary significantly from country to country.
They can involve requirements for additional testing and may be time consuming
and expensive. We presently do not intend to seek approval for our product
outside of the United States, Canada and the European Union, or EU. We cannot
provide assurance that we will be able to obtain regulatory approvals in any
other markets should we determine to seek such approval. Before we would be able
to market our current product in the EU, we would be required to submit
additional regulatory documentation. Any effort we undertake in this direction
could involve substantial costs and delays.





7


Fraud
and Abuse Laws





Anti-Kickback
Statutes





The
federal healthcare program Anti-Kickback Statute prohibits persons from
knowingly and willfully soliciting, offering, receiving or providing
remuneration, directly or indirectly, in exchange for or to induce either the
referral of an individual for, or the furnishing, arranging for or recommending
a good or service for which payment may be made in whole or part under a federal
healthcare program such as Medicare or Medicaid. The definition of remuneration
has been broadly interpreted to include anything of value, including for example
gifts, discounts, the furnishing of supplies or equipment, credit arrangements,
payments of cash and waivers of payments. Several courts have interpreted the
statute's intent requirement to mean that if any one purpose of an arrangement
involving remuneration is to induce referrals or otherwise generate business
involving goods or services reimbursed in whole or in part under federal
healthcare programs, the statute has been violated. The law contains a few
statutory exceptions, including payments to bona fide employees, certain
discounts and certain payments to group purchasing organizations. Violations can
result in significant penalties, imprisonment and exclusion from Medicare,
Medicaid and other federal healthcare programs. Exclusion of a manufacturer
would preclude any federal healthcare program from paying for its products. In
addition, kickback arrangements can provide the basis for an action under the
Federal False Claims Act, which is discussed in more detail below. The
Anti-Kickback Statute is broad and potentially prohibits many arrangements and
practices that are lawful in businesses outside of the healthcare industry.
Recognizing that the Anti-Kickback Statute is broad and may technically prohibit
many innocuous or beneficial arrangements, the Office of Inspector General of
Health and Human Services, or OIG, issued a series of regulations, known as the
safe harbors, beginning in July 1991. These safe harbors set forth provisions
that, if all the applicable requirements are met, will assure healthcare
providers and other parties that they will not be prosecuted under the
Anti-Kickback Statute. The failure of a transaction or arrangement to fit
precisely within one or more safe harbors does not necessarily mean that it is
illegal or that prosecution will be pursued. However, conduct and business
arrangements that do not fully satisfy each applicable safe harbor may result in
increased scrutiny by government enforcement authorities such as the OIG.
Arrangements that implicate the Anti-Kickback Law, and that do not fall within a
safe harbor, are analyzed by the OIG on a case-by-case basis. Government
officials have focused recent enforcement efforts on, among other things, the
sales and marketing activities of healthcare companies, and recently have
brought cases against individuals or entities with personnel who allegedly
offered unlawful inducements to potential or existing customers in an attempt to
procure their business. Settlements of these cases by healthcare companies have
involved significant fines and/or penalties and in some instances criminal
pleas. In addition to the Federal Anti-Kickback Statute, many states have their
own kickback laws. Often, these laws closely follow the language of the federal
law, although they do not always have the same exceptions or safe harbors. In
some states, these anti-kickback laws apply with respect to all payors,
including commercial health insurance companies.





8


False
Claims Laws





Federal
false claims laws prohibit any person from knowingly presenting, or causing to
be presented, a false claim for payment to the federal government or knowingly
making, or causing to be made, a false statement to get a false claim paid.
Manufacturers can be held liable under false claims laws, even if they do not
submit claims to the government, if they are found to have caused submission of
false claims. The Federal Civil False Claims Act also includes whistle blower
provisions that allow private citizens to bring suit against an entity or
individual on behalf of the U.S. and to recover a portion of any monetary
recovery. Many of the recent highly publicized settlements in the healthcare
industry related to sales and marketing practices have been cases brought under
the False Claims Act. The majority of states also have statutes or regulations
similar to the federal false claims laws, which apply to items and services
reimbursed under Medicaid and other state programs, or, in several states, apply
regardless of the payor. Sanctions under these federal and state laws may
include civil monetary penalties, exclusion of a manufacturer's products from
reimbursement under government programs, criminal fines and
imprisonment.





Privacy
and Security





The
Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the
rules promulgated there under require certain entities, referred to as covered
entities, to comply with established standards, including standards regarding
the privacy and security of protected health information, or PHI. HIPAA further
requires that covered entities enter into agreements meeting certain regulatory
requirements with their business associates, as such term is defined by HIPAA,
which, among other things, obligate the business associates to safeguard the
covered entity's PHI against improper use and disclosure. While not directly
regulated by HIPAA, our customers or distributors might face significant
contractual liability pursuant to such an agreement if the business associate
breaches the agreement or causes the covered entity to fail to comply with
HIPAA.  It is possible that HIPPA compliance could become a
substantial regulatory burden and expense to our operations, although we do not
believe that this will occur as long as we are a device manufacturer and
distributor.





Employees





As of
December 31, 2008, we have no employees. Our President and Chief Executive
Officer serves us on a part time basis without compensation. Notwithstanding the
foregoing we made a one time $7,000 cash payment to our President and Chief
Executive Officer during 2008. If we become fully operational, we foresee the
need for five technical employees, at least two clerical employees, and
marketing and sales personnel as determined by management’s judgment of our
business’ needs.





9


Research
and development





The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7“Accounting and Reporting by Development Stage Enterprises”(“SFAS No.
7”).  The Company is still devoting substantially all of its efforts
on establishing the business, its planned principal operations have not
commenced and the Company has not net expended any money in research and
development.





Item
1A. Risk Factors.





In
addition to other information in this Annual Report, the following risk factors
should be carefully considered in evaluating our business because such factors
may have a significant impact on our business, operating results, liquidity and
financial condition. As a result of the risk factors set forth below, actual
results could differ materially from those projected in any forward-looking
statements. Additional risks and uncertainties not presently known to us, or
that we currently consider to be immaterial, may also impact our business,
operating results, liquidity and financial condition. If any such risks occur,
our business, operating results, liquidity and financial condition could be
materially affected in an adverse manner. Under such circumstances, the trading
price of our securities could decline, and you may lose all or part of your
investment.





Risks
Related to Our Business





We are not yet operational and will
require substantial additional funds which may not be available to us in the
current economic climate.





We intend
to enter the business of developing and marketing enhancements to EKG equipment
that will be directed towards and hopefully adopted by physicians and medical
technicians at hospitals, clinics and other locations where EKG equipment is
used. However, we have not yet hired any personnel, acquired the necessary
equipment or otherwise begun operations. Our activities to date have been
organizational and developmental (pre-operational). We will need to raise
additional funds of $600,000 to $2,000,000 to further develop our product and
additional funds to truly become operational, implement our business plan, bring
our product to market, respond to competitive pressures or acquire complementary
businesses or technologies. We may also need to raise funds if our available
funds decrease during our various operational stages. If additional funds are
raised through the issuance of equity or convertible debt securities, the
percentage ownership of our stockholders will be reduced and stockholders may
experience dilution. Moreover, such securities may have rights, preferences and
privileges senior to those of our common stock. There can be no assurance that
additional financing will be available on terms favorable to us or at all. If
adequate funds are not available or are not available on acceptable terms, we
may not be able to fund our expansion, take advantage of unanticipated
acquisition opportunities, develop or enhance new product offerings or respond
to competitive pressures. We have no commitments to raise the additional capital
we will need to become operational. Thus we may never become operational and,
even if we do, we may not have sufficient funds to grow to meet demand if we are
successful and investors may lose their entire investment.  Due to the
recent economic downturn, the likelihood of our raising additional funds, in
which efforts we have been unsuccessful to date, has substantially
decreased.





10


Our independent auditors have
expressed doubt about our ability to continue as a going
concern.





We
received a report on our financial statements for the period from July 25, 2007
(inception) through December 31, 2007 and from January 1, 2008 to December 31,
2008 from our independent registered public accounting firm that includes an
explanatory paragraph stating that there is substantial doubt about our ability
to continue as a going concern. The report expressed doubt about our ability to
continue as a going concern because we are not operational and have limited
resources. We can offer no assurance that the actions we plan to take to address
these conditions will be successful. Inclusion of a “going concern
qualification” in the report of our independent accountants may have a negative
impact on our ability to obtain financing and may adversely impact our stock
price in any market that may develop.







Our
ability to hire additional personnel is important to the continued growth of our
business.




Our
continued success depends upon our ability to attract and retain a group of
motivated marketing and medical technology development professionals. Our growth
may be limited if we cannot recruit and retain a sufficient number of
people.  We cannot guarantee that we will be able to hire and retain a
sufficient number of qualified personnel.





We face substantial
competition.





Competition
in all aspects of the medical technology industry is intense.  We will
compete against established medical device developers and marketers with name
familiarity and established distribution networks.  A large part of
our effort will be directed to being recognized in this market of large players
and, as a small company, to gain the trust of purchasing decision makers at our
potential customers.  Competitors may seek to duplicate the benefits
of our products in ways that do not infringe on any benefits that our product
offers.  As a result we could find that our entire marketing plan and
business model is undercut or made irrelevant by actions of other companies
under which we have no control.  We cannot promise that we can
accomplish our marketing goals and as a result may experience negative impact
upon our operating results.





11


We
may find that any patents we may obtain provide limited protection.





We have
not completed our proposed product.  While we have initiated the
patent application process, we have not been granted any patent.  Our
limited resources have precluded our actively pursuing the patent
application.  Even if we are successful in obtaining a patent for out
product, we may find that the patent we are granted does not offer us meaningful
protection against real or potential infringement or that our patent is subject
to infringement claims brought by others. Accordingly, any patents that we are
awarded may not offer us any meaningful protection from other companies in our
business.







Our
ability to market our services may be impaired by the intellectual property
rights of third parties.






Our
success is dependent in part upon our ability to avoid infringing the patents or
proprietary rights of others. Our industry and the electronics field are
characterized by a great number of patents, patent filings and frequent
litigation based on allegations of patent infringement. Competitors may have
filed applications for or have been issued patents and may obtain additional
patents and proprietary rights related to devices or processes that we compete
with or are similar to ours. We may not be aware of all of the patents or patent
applications potentially adverse to our interests that may have been or may
later be issued to or filed by others. U.S. patent applications which may be
kept confidential while pending in the Patent and Trademark Office. If other
companies have or obtain patents relating to our product, we may be required to
obtain licenses to those patents or to develop or obtain alternative technology.
We may not be able to obtain any such licenses on acceptable terms, or at all.
Any failure to obtain such licenses could impair or foreclose our ability to
make, use, market or sell our products and services.  Based on the
litigious nature of our industry and the electronics field and the fact that we
may pose a competitive threat to some companies who own or control various
patents, it is always possible that one or more third parties may assert a
patent infringement claim seeking damages and to enjoin the manufacture, use,
sale and marketing of our products and services. If a third-party asserts that
we have infringed its patent or proprietary rights, we may become involved in
intellectual property disputes and litigation that would be costly and
time-consuming and could impair or foreclose our ability to make, use, market or
sell our products and services.







Our success depends to a large extent
upon the continued service of our key officer and our ability to attract and
retain qualified personnel.





Specifically,
we are highly dependent on the ability and experience of our key officer,
Richard Krutosik, our President and Chief Executive Officer. The loss of Mr.
Krutosik would present a significant setback for us and could impede the
implementation of our business plan. There is no assurance that we will be
successful in acquiring and retaining qualified personnel to execute our current
plan of operations.





12


Our President and Chief Executive
Officer serves us on a part time basis and conflicts may
arise.





Mr.
Krutosik devotes only a small portion of his time to our operations. Since he
also has other outside commitments, it is inevitable that conflicts will arise
in his allocation of time and effort. While he will seek to give us sufficient
time to allow us to operate on a basis that is beneficial to our shareholders,
this goal may not be accomplished and our operating results may be negatively
impacted by the unavailability of our key officer.





The ability of our President and
Chief Executive Officer to control our business will limit minority
shareholders' ability to influence corporate affairs.





Our
president and Chief Executive Officer, Richard Krutosik, owns 3,920,000, or
approximately 93.60%, of our 4,188,000 issued and outstanding shares. Because of
his stock ownership, our President and Chief Executive Officer will be in a
position to continue to elect our board of directors, decide all matters
requiring stockholder approval and determine our policies. The interests of our
President and Chief Executive Officer may differ from the interests of other
shareholders with respect to the issuance of shares, business transactions with
or sales to other companies, selection of officers and directors and other
business decisions. The minority shareholders would have no way of overriding
decisions made by our President and Chief Executive Officer. This level of
control may also have an adverse impact on the market value of our shares
because he may institute or undertake transactions, policies or programs that
result in losses, may not take any steps to increase our visibility in the
financial community and/or may sell sufficient numbers of shares to
significantly decrease our price per share.





If we do not receive additional
financing we will not become operational.





We
require between $600,000 and $2,000,000 in debt or equity
financing.  However, we cannot be certain that we will accomplish
these goals or that, even if we do, that additional funds will be
raised.  Recent general economic conditions have made it less likely
that we will be able to receive additional financing. No one has committed to
invest the money we need to become operational. If we cannot become operational,
we will eventually be required to abandon our plans and, unless we can find a
suitable acquisition or merger partner, our shareholders will lose their
investment.





We may be exposed to potential risks
resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of
2002.





Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by
SEC Release No. 33-8934 on June 26, 2008, we will be required, beginning with
our fiscal year ending December 31, 2009, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
as of the end of 2009. Furthermore, our independent registered public accounting
firm will be required to attest to whether our assessment of the effectiveness
of our internal control over financial reporting is fairly stated in all
material respects and separately report on whether it believes we have
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2010. We have not yet completed our assessment of
the effectiveness of our internal control over financial reporting. We expect to
incur additional expenses and diversion of management's time as a result of
performing the system and process evaluation, testing and remediation required
in order to comply with the management certification and auditor attestation
requirements.





13


We may not have a sufficient number
of employees to segregate responsibilities and may be unable to afford
increasing our staff or engaging outside consultants or professionals to
overcome our lack of employees.





During
the course of our testing, we may identify other deficiencies that we may not be
able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
for compliance with the requirements of Section 404. In addition, if we fail to
achieve and maintain the adequacy of our internal controls, as such standards
are modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an on-going basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those
related to revenue recognition, are necessary for us to produce reliable
financial reports and are important to help prevent financial fraud. If we
cannot provide reliable financial reports or prevent fraud, our business and
operating results could be harmed, investors could lose confidence in our
reported financial information, and the trading price of our common stock, if a
market ever develops, could drop significantly.





We
have not conducted market studies.





We have
not conducted any market studies to determine whether our Multi-Lead Retractable
Console would be accepted in the market and, if it would be accepted, at what
price point.  We also have not determined our costs of manufacture so
we cannot determine if we can profitably manufacture and market our proposed
product.





We
expect to derive a significant percentage of our future revenues from the rental
or sale of our Multi-Lead Retractable Console.





Since our
inception, we have devoted substantially all of our efforts to the development
of the Multi-Lead Retractable Console. We have not commenced marketing the
Multi-Lead Retractable Console.  We expect that nearly all of our
revenues will be derived from the sale of the  Multi-Lead Retractable
Console for the foreseeable future. To the extent that the Multi-Lead
Retractable Console is not commercially successful or is withdrawn from the
market for any reason, our revenues will be adversely impacted, and we do not
have other significant products in development that could replace these
revenues.





14


If
we are able to commercialize the Multi-Lead Retractable Console, we may have
difficulty managing any growth and expanding our operations
successfully.





If we
successfully launch the Multi-Lead Retractable Console, we will need to expand
our regulatory, manufacturing, sales and marketing and on-going development
capabilities or contract with other organizations to provide these capabilities
for us. As our operations expand, we expect that we will need to manage
additional relationships with various partners, suppliers, manufacturers and
other organizations. Our ability to manage our operations and growth requires us
to continue to improve our information technology infrastructure, operational,
financial and management controls and reporting systems and procedures. Such
growth could place a strain on our administrative and operational infrastructure
that as of this date is minimal. We may not be able to make improvements to our
management information and control systems in an efficient or timely manner and
may discover deficiencies in existing systems and controls.





If
we are unable to convince hospitals and healthcare providers of the benefits of
our product for use in emergency situations where time is critical, we will not
be successful in obtaining sales of our product.





We intend
to sell the Multi-Lead Retractable Console for use in time critical situations,
particularly emergency rooms.  We will need to convince hospitals and
healthcare providers that using the Multi-Lead Retractable Console is a life
saving enhancement to the services that they provide or we will not be able to
market our products.  If our marketing effort is not successful, our
business will fail.





Risks
Related to Our Regulatory Environment





If
we fail to maintain FDA and other government clearances for our current products
and indications, or if we fail to obtain clearances for additional products and
indications, we would be significantly harmed.




Compliance
with FDA, state and other regulations is complex, expensive and time-consuming.
The FDA and state authorities have broad enforcement powers. Federal and state
regulations, guidance, notices and other issuances specific to medical devices
regulate, among other things:





·
            product
      design, development, manufacturing and
labeling;





·
            product
      testing, including electrical testing, transportation testing and
      sterility testing;





15


·
            pre-clinical
      laboratory and animal testing;





·
            clinical
      trials in humans;





·
            product
      safety, effectiveness and quality;





·
            product
      manufacturing, storage and
distribution;





·
            pre-market
      clearance or approval;





·
            record
      keeping and document retention
procedures;





·
            product
      advertising, sales and promotion;





·
            PMS
      and medical device reporting, including reporting of deaths, serious
      injuries or other adverse events or device malfunctions;
    and





·
            product
      corrective actions, removals and
recalls.





Our
failure to comply with any of the foregoing could result in enforcement actions
by the FDA or state agencies, which may include fines, injunctions, penalties,
recalls or seizures of our products, operating restrictions or shutdown of
production. Any noncompliance may also result in denial of our future requests
for 510(k) clearance or pre-market approval (PMA) of new products, new intended
uses or modifications to existing products and could result in the withdrawal of
previously granted 510(k) clearance or PMA. If any of these events were to
occur, we could lose customers and our product sales, business, results of
operations and financial condition would be harmed.





Future
enhancements of our products or new products we may develop may require new
clearances or approvals or require that we cease selling such products until new
clearances or approvals are obtained.





From time
to time we are likely to make modifications to our Multi-Lead Retractable
Console and do not believe such modifications require that we apply for
additional 510(k) clearance. Any modification to a 510(k)-cleared device that
would constitute a change in its intended use, design or manufacture could
require a new 510(k) clearance or, possibly, a PMA. If the FDA disagrees with us
and requires that we submit a new 510(k) or PMA application for our
modifications, we may be required to cease promoting or to recall the modified
product until we obtain clearance or approval. In addition, we could be subject
to fines or other penalties. We may not be able to obtain additional 510(k)
clearances or PMAs for new products or for modifications to, or additional
indications for, our existing products in a timely fashion, or at all. Delays in
obtaining future clearances would adversely affect our ability to introduce new
or enhanced products in a timely manner, which in turn would harm our revenue
and future profitability.





16


We
may be unable to obtain or maintain international regulatory qualifications,
clearances or approvals for our current or future products and indications,
which could harm our business.





Any sales
of our products outside the U.S. will be subject to foreign regulatory
requirements that vary widely from country to country. In addition, exports of
medical devices from the U.S. are regulated by the FDA. We have no present plans
for sales outside the U.S. and do date have not initiated any non – U.S.
approval processes.  Should we seek non – U.S. sales, complying with
international regulatory requirements can be an expensive and time-consuming
process and clearance or approval is not certain. The time needed to obtain
clearance or approvals, if required by other countries, may be longer than that
required for FDA clearance or approvals, and the requirements for such
clearances may be more expensive. Foreign clearances may significantly differ
from FDA requirements, and we may be unable to obtain or maintain regulatory
qualifications, clearances or approvals in other countries. If we experience
delays in receiving necessary qualifications, clearances or approvals to market
our products outside the U.S., or if we fail to receive those qualifications,
clearances or approvals, we may be unable to market our products in
international markets.





We
may be subject to production halts and penalties if we or our third-party
vendors fail to comply with FDA manufacturing regulations.





We are
required to comply with the FDA’s Quality System Regulation, or QSR, which
applies to our facility and the facilities of our third-party component
manufacturers and sterilizers. The QSR sets forth minimum standards for the
design, production, quality assurance packaging, sterilization, storage and
shipping of our products. Our products are also covered by FDA regulation that
impose record keeping, reporting, product testing and product labeling
requirements. These requirements include affixing warning labels to our
products, as well as incorporating certain safety features in the design of our
products. The FDA enforces the QSR and performance standards through periodic
unannounced inspections. We and our third-party component manufacturers,
suppliers and sterilization providers are subject to FDA inspections at all
times. Our failure or the failure of our component manufacturers, suppliers and
sterilization providers to take satisfactory corrective action in response to an
adverse QSR inspection or failure to comply with applicable performance
standards could result in enforcement actions, including a public warning
letter, a shutdown of manufacturing operations, a recall of products, and civil
or criminal penalties.





We
may spend considerable time and money complying with federal, state and foreign
regulations in addition to FDA regulations, and, if we are unable to fully
comply with such regulations, we could face substantial penalties.





17


In
addition to FDA regulations, we are subject to extensive U.S. federal and state
regulations and the regulations of foreign countries in which we conduct
business. The laws and regulations that affect our business, in addition to the
Federal Food, Drug and Cosmetic Act and FDA regulations include, but are not
limited to:





·
            state
      consumer, food and drug laws, including laws regulating
      manufacturing;





·
            the
      federal anti-kickback statute, which prohibits compensation for arranging
      a good or service paid for under federal health care
    programs;





·
            Medicare
      regulations regarding reimbursement and laws prohibiting
      false reimbursement claims;





·
            federal
      and state laws protecting the privacy of patient medical information,
      including the Health Insurance Portability and Accountability
      Act;





·
            the
      Federal Trade Commission Act and similar laws regulating advertising and
      consumer protection; and





·
            regulations
      similar to the foregoing outside the
U.S.





If our operations are found to be in
violation of any health care laws or regulations, we may be subject to civil and
criminal penalties, exclusion from Medicare, Medicaid and other government
programs and curtailment of our operations.





If we are
required to obtain permits or licenses under these laws, we may be subject to
additional regulation and incur significant expense. The risk of being found in
violation of these laws is increased by the fact that many of them have not been
fully or clearly interpreted by the regulatory authorities or the courts, and
their provisions are subject to a variety of interpretations. Any action against
us for violation of these laws, even if we successfully defend against it, could
cause us to incur significant legal expenses, divert our management’s attention
from the operation of our business and damage our reputation.





Risks
Related to Our Common Stock





Currently,
there is no active public market for our securities, and there can be no
assurances that any public market will ever develop or that our common stock
will be quoted for trading and, even if quoted, it is likely to be subject to
significant price fluctuations.





Shares of
our common stock are included on the OTC Bulletin Board maintained by the FINRA
under the symbol NBLM.OB but have traded sporadically with limited volume. There
can be no assurances as to whether any market for our shares will develop or the
prices at which our common stock will trade.  Accordingly, our stock
may now be considered illiquid.  Active trading markets generally
result in lower price volatility and more efficient execution of buy and sell
orders for investors.





18


In
addition, our common stock is not followed by any market analysts, and there are
few institutions acting as market makers for our common stock. These factors
have adversely affect the liquidity and trading price of our common stock. Until
our common stock is fully distributed and an orderly market develops in our
common stock, if ever, the price at which it trades is likely to fluctuate
significantly. Prices for our common stock will be determined in the marketplace
and may be influenced by many factors, including the depth and liquidity of the
market for shares of our common stock, developments affecting our business,
including the impact of the factors referred to elsewhere in these Risk Factors,
investor perception, and general economic and market conditions. No assurances
can be given that an orderly or liquid market will ever develop for the shares
of our common stock.





Because
of the anticipated low price of our shares of common stock, many brokerage firms
may not be willing to effect transactions in these securities and any market
that develops in our stock will be subject to the penny stock
restrictions.





Our board of directors is authorized
to issue shares of preferred stock, which may have rights and preferences
detrimental to the rights of the holders of our common
shares.





We are
authorized to issue up to 1,000,000 shares of preferred stock, $0.0001 par
value. As of the date of this Annual Report, we have not issued any shares of
preferred stock. Our preferred stock may bear such rights and preferences,
including dividend and liquidation preferences, as the Board of Directors may
fix and determine from time to time. Any such preferences may operate to the
detriment of the rights of the holders of our common stock.





Our
certificate of incorporation provides for indemnification of officers and
directors at our expense and limit their liability that may result in a major
cost to us and hurt the interests of our shareholders because corporate
resources may be expended for the benefit of officers and/or
directors.





Our
certificate of incorporation and applicable Delaware law provide for the
indemnification of our directors, officers, employees, and agents, under certain
circumstances, against attorney's fees and other expenses incurred by them in
any litigation to which they become a party arising from their association with
or activities on our behalf. We will also bear the expenses of such litigation
for any of our directors, officers, employees, or agents, upon such person's
promise to repay us, therefore if it is ultimately determined that any such
person shall not have been entitled to indemnification. This indemnification
policy could result in substantial expenditures by us, which we will be unable
to recoup.





19


We have
been advised that, in the opinion of the SEC, indemnification for liabilities
arising under federal securities laws is against public policy as expressed in
the Securities Act of 1933, as amended (the “Securities Act”) and is, therefore,
unenforceable. In the event that a claim for indemnification against these types
of liabilities, other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding, is asserted by a director, officer or controlling person in
connection with the securities being registered, we will (unless in the opinion
of our counsel, the matter has been settled by controlling precedent) submit to
a court of appropriate jurisdiction, the question whether indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. The legal process relating to this
matter if it were to occur is likely to be very costly and may result in us
receiving negative publicity, either of which factors is are likely to
materially reduce the market and price for our shares, if such a market ever
develops.





“Penny stock” rules may restrict the
market for our common stock.





Our
common stock is subject to rules promulgated by the SEC relating to “penny
stocks,” which apply to companies whose shares are not traded on a national
stock exchange or on Nasdaq, trade at less than $5.00 per share, or that do not
meet certain other financial requirements specified by the SEC. This
classification severely and adversely affects the market liquidity for our
common stock. For any transaction involving a penny stock, unless exempt, the
penny stock rules require that a broker or dealer approve a person’s account for
transactions in penny stocks and the broker or dealer receive from the investor
a written agreement to the transaction setting forth the identity and quantity
of the penny stock purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must obtain financial information and investment experience and
objectives of the person and make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the SEC relating to the penny stock market,
which, in highlight form, sets forth:





·
            the
      basis on which the broker or dealer made the suitability determination,
      and


·
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Disclosure
also has to be made about the risks of investing in penny stock in both public
offerings and in secondary trading and commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





20


Because
of these regulations, broker-dealers may not wish to engage in the
above-referenced necessary paperwork and disclosures and/or may encounter
difficulties in their attempt to sell shares of our common stock, which may
affect the ability of our shareholders to sell their shares in the secondary
market and have the effect of reducing the level of trading activity in the
secondary market. These additional sales practice and disclosure requirements
may impede the sale of our securities. In addition, the liquidity for our
securities may decrease, with a corresponding decrease in the price of our
securities.





We do not intend to pay dividends on
our common stock.





We have
not paid any dividends on our common stock to date and there are no plans for
paying dividends on the common stock in the foreseeable future. We intend to
retain earnings, if any, to provide funds for the implementation of our business
plan. Therefore, there can be no assurance that holders of our common stock will
receive any additional cash, stock or other dividends on their shares of our
common stock until we have funds which the Board of Directors determines can be
allocated to dividends.





If a market develops for our shares,
sales of our shares relying upon Rule 144 of the Securities Act may depress
prices in that market by a material amount.





All of
the outstanding shares of our common stock are “restricted securities” within
the meaning of Rule 144 under the Securities Act (“Rule 144”). As restricted
shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Securities Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for a prescribed period may, under certain conditions,
sell their shares  As a result of revisions to Rule 144 which became
effective on or about February 15, 2008, there is no limit on the amount of
restricted securities that may be sold by a non-affiliate (i.e., a stockholder
who has not been an officer, director or control person for at least 90
consecutive days) after the restricted securities have been held by the owner
for a period of one year. A sale under Rule 144 or under any other exemption
from the Securities Act, if available, or pursuant to registration of shares of
common stock of present stockholders, may have a depressive effect upon the
price of the common stock in any market that may develop.





Any trading market that may develop
may be restricted by virtue of state securities "Blue Sky" laws to the extent
they prohibit trading absent compliance with individual state
laws.





“Blue
Sky” laws may make it difficult or impossible to sell shares in those states.
Although our stock is quoted on the OTCBB, there has been little or no trading
in our stock. Transfer of our common stock may also be restricted under the
securities or securities regulations laws promulgated by various states and
foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent
compliance with such individual state laws, our common stock may not be traded
in such jurisdictions. Because the securities registered hereunder have not been
registered for resale under the “Blue Sky” laws of any state, the holders of
such shares and persons who desire to purchase them in any trading market that
might develop in the future, should be aware that there may be significant state
“Blue Sky” law restrictions upon the ability of investors to sell the securities
and of purchasers to purchase the securities. These restrictions prohibit the
secondary trading of our common stock. We currently do not intend and may not be
able to qualify securities for resale in approximately 17 states that do not
offer manual exemptions and require shares to be qualified before they can be
resold by our shareholders.  We have not applied for inclusion in any
manual to date.





21


Accordingly,
investors should consider the secondary market for our securities to be a
limited one.





Item
1B. Unresolved Staff Comments.





None.





Item
2. Properties.





Our
present level of operations has not required us to establish regular executive
offices and we use space within the residence of our President and Chief
Executive Officer, Richard Krotusik, as our office at no cost to
us.





Item 3.  Legal
Proceedings.





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





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





None.





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.





22


Holders.As of February 2,
2009, there are 44 holders of record of our common stock.  The number
of holders does not include the shareholders for whom shares are held in a
"nominee" or "street" name.





Dividends.We have not 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.





Item 6. Selected Financial
Data.





We were
organized in July 2007.  The following information is derived from our
financial statements contained elsewhere herein and should be reviewed in
conjunction with those financial statements, the notes thereto and “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included in this Annual Report.





23


Balance Sheet
Data:


ASSETS





December 31,2008
                  
                  
                  2007Current
      Assets:Cash
                  
                  $
                  371
                  
                  
                  $
                  2,093Total
      Assets
                  
                  $
                  371
                  
                  
                  $
                  2,093





LIABILITIES
AND STOCKHOLDERS’ DEFICIT





Current
      liabilities:Accrued
      expenses
                  
                  $
                  21,667
                  
                  
                  $
                  28,200Total
      Current Liabilities
                  
                  $
                  21,667
                  
                  
                  $
                  28,200Stockholders’
      deficit:Preferred
      stock; $.0001 par value; authorized -1,000,000 shares; issued - none
                  
                  
                  -
                  
                  
                  
                  -Common
      stock; $.0001 par value; authorized -20,000,000 shares; issued and outstanding -4,188,000
      and 4,008,000 shares, respectively
                  
                  
                  419
                  
                  
                  
                  401Additional
      paid-in capital
                  
                  
                  46,581
                  
                  
                  
                  1,599Accumulated
      deficit during the development stage
                  
                  
                  (68,296
                  )
                  
                  
                  (28,107
                  )Total
      Stockholders’ Deficit
                  
                  $
                  (21,296
                  )
                  
                  $
                  (26,107
                  )Total
      liabilities and stockholders’ deficit
                  
                  $
                  371
                  
                  
                  $
                  2,093





24


Statements
of Operations Data:








December
      31,2008
                  
                  
                  2007Revenues:
                  
                  $
                  -
                  
                  
                  $
                  -Professional
      Fees
                  
                  $
                  28,000
                  
                  
                  $
                  28,100General
      andAdministrative
      Costs
                  
                  $
                  11,389
                  
                  
                  $
                  7Net
      Loss before taxes
                  
                  $
                  (39,389
                  )
                  
                  $
                  (28,107
                  )Income
      Taxes
                  
                  $
                  800
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (40,189
                  )
                  
                  $
                  (28,107
                  )Basic
      and dilutednet
      loss per share
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )Weighted
      average numberof
      shares outstanding
                  
                  
                  4,156,798
                  
                  
                  
                  4,004,302





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 Consolidated 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, including, but not
limited to, those presented under “Risk Factors” and elsewhere
herein.





OVERVIEW





We are in
a developmental stage. Implementing our planned business operation is dependant
on our ability to raise between $600,000 and $2,000,000 of additional capital
after all offering expenses paid to a placement agent, attorneys, accountant’s
and the like.  Due to recent economic developments we believe that the
likelihood of our achieving this goal has been reduced and we have increased
concentrating our efforts on seeking a suitable merger partner.





Our plan
is to utilize such capital we raise as follows:


25








If
      a Net of
                If
      a Net of$600,000
      is Raised
                $2,000,000
      is RaisedRenting
      and Furnishing Offices
                $150,000
                $250,000Patent
      Application
                $  20,000
                $  20,000Equipment
                $  80,000
                $280,000Officer
      Salaries
                $100,000
                $250,000Marketing
      Expense
                $150,000
                $750,000Working
      Capital
                $100,000
                $450,000





The
foregoing are estimates only and any funds may be reallocated based upon
management’s evaluation of then existing conditions.  Due to the
recent downturn in the general economy, the likelihood of our achieving the
foregoing goals has been substantially reduced and we may be required to seek an
acquisition as an alternative to developing our business.





LIQUIDITY
AND CAPITAL RESOURCES





As of
December 31, 2008, we had $371 cash on hand and current liabilities of
$21,667.  Obviously our current position is extremely
illiquid.  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
acquisition.





Off-Balance
Sheet Arrangements





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.





Employees
and Purchase of Plant or Equipment





We are in
the process of determining our personnel needs. We intend to hire employees or
consultants over the course of the next twelve months if we are successful in
raising capital, but do not currently have an estimate of how many employees we
will hire or how much it will cost.











26


Recent
Accounting Pronouncements





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








Item 8.  Financial
Statements and Supplementary Data.








Noble
Medical Technologies, Inc.





(A
Development Stage Company)





December
31, 2008 and 2007





Index to
Financial Statements





Contents
              Page(s)Report
      of Independent Registered Public Accounting Firm
              F-2Balance
      Sheets at December 31, 2008 and 2007
              F-3Statements
      of Operations for the Year Ended December 31, 2008, for the Period from
      July 25, 2007 (Inception) through December 31, 2007 and for the Period
      from July 25, 2007 (Inception) through December 31, 2008.
              F-4Statement
      of Stockholders’ Deficit for the Period from July 25, 2007 (Inception)
      through December 31, 2008.
              F-5Statements
      of Cash Flows for the Year Ended December 31, 2008, for the Period from
      July 25, 2007 (Inception) through December 31, 2007, and for the Period
      from July 25, 2007 (Inception) through December 31, 2008
              F-6Notes
      to the Financial Statements
              F-7
      to F-10











REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Noble
Medical Technologies, Inc.


(A
development stage company)


Sherman
Oaks, California





We have
audited the accompanying balance sheets of Noble Medical Technologies, Inc. (a
development stage company) (the “Company”) as of December 31, 2008 and 2007 and
the related statement of operations, stockholder’s deficit and cash flows for
the  year ended December 31, 2008, for the period from July 25, 2007
(Inception) through December 31, 2007 and for the period from July 25, 2007
(Inception) through December 31, 2008.  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, 2008
and 2007 and the results of its operations and its cash flows for the year ended
December 31, 2008, for the period from July 25, 2007 (Inception) through
December 31, 2007 and for the period from July 25, 2007 (Inception) through
December 31, 2008 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 a deficit
accumulated during the development stage at December 31, 2008 and had a net loss
and cash used in operations for the fiscal year ended December 31, 2008, 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,
PC


Li &
Company, PC








Skillman,
New Jersey


January
29, 2009





























F-2




NOBLE
      MEDICAL TECHNOLOGIES, INC.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSDecember
      31, 2008
                                                                
                                                                
                                                                December
      31, 2007ASSETSCURRENT
      ASSETS:Cash
                                                                
                                                                $
                                                                371
                                                                
                                                                
                                                                $
                                                                2,093Total
      Current Assets
                                                                
                                                                
                                                                371
                                                                
                                                                
                                                                
                                                                2,093Total
      Assets
                                                                
                                                                $
                                                                371
                                                                
                                                                
                                                                $
                                                                2,093LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accrued
      expenses
                                                                
                                                                $
                                                                21,667
                                                                
                                                                
                                                                $
                                                                28,200Total
      Current Liabilities
                                                                
                                                                
                                                                21,667
                                                                
                                                                
                                                                
                                                                28,200STOCKHOLDERS'
      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
      and 4,008,000 shares issued and outstanding, respectively
                                                                
                                                                
                                                                419
                                                                
                                                                
                                                                
                                                                401Additional
      paid-in capital
                                                                
                                                                
                                                                46,581
                                                                
                                                                
                                                                
                                                                1,599Deficit
      accumulated during the development stage
                                                                
                                                                
                                                                (68,296
                                                                )
                                                                
                                                                
                                                                (28,107
                                                                )Total
      Stockholders' Deficit
                                                                
                                                                
                                                                (21,296
                                                                )
                                                                
                                                                
                                                                (26,107
                                                                )Total
      Liabilities and Stockholders' Deficit
                                                                
                                                                $
                                                                371
                                                                
                                                                
                                                                $
                                                                2,093See
      accompanying notes to the financial statements.
  F-3


NOBLE
      MEDICAL TECHNOLOGIES, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFor
      the Period from
                                                                    
                                                                    For
      the Period fromFor
      the Year
                                                                    
                                                                    July
      25, 2007
                                                                    
                                                                    July
      25, 2007Ended
                                                                    
                                                                    (Inception)
      through
                                                                    
                                                                    (Inception)
      throughDecember
      31, 2008
                                                                    
                                                                    December
      31, 2007
                                                                    
                                                                    December
      31, 2008OPERATING
      EXPENSES:Professional
      fees
                                                                    
                                                                    $
                                                                    28,000
                                                                    
                                                                    
                                                                    $
                                                                    28,100
                                                                    
                                                                    
                                                                    $
                                                                    56,100General
      and administrative expenses
                                                                    
                                                                    
                                                                    11,389
                                                                    
                                                                    
                                                                    
                                                                    7
                                                                    
                                                                    
                                                                    
                                                                    11,396Total
      operating expenses
                                                                    
                                                                    
                                                                    39,389
                                                                    
                                                                    
                                                                    
                                                                    28,107
                                                                    
                                                                    
                                                                    
                                                                    67,496LOSS
      BEFORE TAXES
                                                                    
                                                                    
                                                                    (39,389
                                                                    )
                                                                    
                                                                    
                                                                    (28,107
                                                                    )
                                                                    
                                                                    
                                                                    (67,496
                                                                    )INCOME
      TAXES
                                                                    
                                                                    
                                                                    800
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    800NET
      LOSS
                                                                    
                                                                    $
                                                                    (40,189
                                                                    )
                                                                    
                                                                    $
                                                                    (28,107
                                                                    )
                                                                    
                                                                    $
                                                                    (68,296
                                                                    )NET
      LOSS PER COMMON SHARE -BASIC
      AND DILUTED:
                                                                    
                                                                    $
                                                                    (0.01
                                                                    )
                                                                    
                                                                    $
                                                                    (0.01
                                                                    )
                                                                    
                                                                    $
                                                                    (0.02
                                                                    )Weighted
      Common Shares Outstanding -basic
      and diluted
                                                                    
                                                                    
                                                                    4,156,798
                                                                    
                                                                    
                                                                    
                                                                    4,004,302
                                                                    
                                                                    
                                                                    
                                                                    4,110,613See
      accompanying notes to the financial statements.
  F-4


NOBLE
      MEDICAL TECHNOLOGIES, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF STOCKHOLDERS' DEFICITFor
      the Period from July 25, 2007 (Inception) through December 31,
      2008Common
      Stock, $0.0001 Par Value
                                                                                
                                                                                
                                                                                Additional
                                                                                
                                                                                
                                                                                Deficit
      accumulated
                                                                                
                                                                                
                                                                                TotalNumber
      of
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                Paid-in
                                                                                
                                                                                
                                                                                During
      the
                                                                                
                                                                                
                                                                                Stockholders'Shares
                                                                                
                                                                                
                                                                                Amount
                                                                                
                                                                                
                                                                                Capital
                                                                                
                                                                                
                                                                                Development
      Stage
                                                                                
                                                                                
                                                                                DeficitBalance,
      July 25, 2007
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -Issuance
      of common stock to  founders
                                                                                
                                                                                
                                                                                4,000,000
                                                                                
                                                                                
                                                                                
                                                                                400
                                                                                
                                                                                
                                                                                
                                                                                (400
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -Issuance
      of common stock for cash
                                                                                
                                                                                
                                                                                8,000
                                                                                
                                                                                
                                                                                
                                                                                1
                                                                                
                                                                                
                                                                                
                                                                                1,999
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                2,000July
      through December 2007 at $0.25 per shareNet
      loss
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (28,107
                                                                                )
                                                                                
                                                                                
                                                                                (28,107
                                                                                )Balance,
      December 31, 2007
                                                                                
                                                                                
                                                                                4,008,000
                                                                                
                                                                                
                                                                                
                                                                                401
                                                                                
                                                                                
                                                                                
                                                                                1,599
                                                                                
                                                                                
                                                                                
                                                                                (28,107
                                                                                )
                                                                                
                                                                                
                                                                                (26,107
                                                                                )Issuance
      of common stock for cash
                                                                                
                                                                                
                                                                                180,000
                                                                                
                                                                                
                                                                                
                                                                                18
                                                                                
                                                                                
                                                                                
                                                                                44,982
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                45,000January
      through April 17, 2008 at $0.25 per shareNet
      loss
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (40,189
                                                                                )
                                                                                
                                                                                
                                                                                (40,189
                                                                                )Balance,
      December 31, 2008
                                                                                
                                                                                
                                                                                4,188,000
                                                                                
                                                                                
                                                                                $
                                                                                419
                                                                                
                                                                                
                                                                                $
                                                                                46,581
                                                                                
                                                                                
                                                                                $
                                                                                (68,296
                                                                                )
                                                                                
                                                                                $
                                                                                (21,296
                                                                                )See
      accompanying notes to the financial statements.
  F-5


NOBLE
      MEDICAL TECHNOLOGIES, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSFor
      the Period from
                                                                                            
                                                                                            For
      the Period fromFor
      the Year
                                                                                            
                                                                                            July
      25, 2007
                                                                                            July
      25, 2007Ended
                                                                                            
                                                                                            (Inception)
      through
                                                                                            
                                                                                            (Inception)
      throughDecember
      31, 2008
                                                                                            December
      31, 2007
                                                                                            December
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                                                            
                                                                                            $
                                                                                            (40,189
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (28,107
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (68,296
                                                                                            )Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activitiesChanges
      in operating assets and liabilities:Accrued
      expenses
                                                                                            
                                                                                            
                                                                                            (6,533
                                                                                            )
                                                                                            
                                                                                            
                                                                                            28,200
                                                                                            
                                                                                            
                                                                                            
                                                                                            21,667NET
      CASH PROVIDED BY (USED IN)OPERATING
      ACTIVITIES
                                                                                            
                                                                                            
                                                                                            (46,722
                                                                                            )
                                                                                            
                                                                                            
                                                                                            93
                                                                                            
                                                                                            
                                                                                            
                                                                                            (46,629
                                                                                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Sale
      of common stock
                                                                                            
                                                                                            
                                                                                            45,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            2,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            47,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                                                                            
                                                                                            
                                                                                            45,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            2,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            47,000NET
      CHANGE IN CASH
                                                                                            
                                                                                            
                                                                                            (1,722
                                                                                            )
                                                                                            
                                                                                            
                                                                                            2,093
                                                                                            
                                                                                            
                                                                                            
                                                                                            371Cash
      at beginning of period
                                                                                            
                                                                                            
                                                                                            2,093
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -Cash
      at end of period
                                                                                            
                                                                                            $
                                                                                            371
                                                                                            
                                                                                            
                                                                                            $
                                                                                            2,093
                                                                                            
                                                                                            
                                                                                            $
                                                                                            371SUPPLEMENTAL
      DISCLOSURE OFCASH
      FLOW INFORMATION:Interest
      paid
                                                                                            
                                                                                            $
                                                                                            -
                                                                                            
                                                                                            
                                                                                            $
                                                                                            -
                                                                                            
                                                                                            
                                                                                            $
                                                                                            -Taxes
      paid
                                                                                            
                                                                                            $
                                                                                            800
                                                                                            
                                                                                            
                                                                                            $
                                                                                            -
                                                                                            
                                                                                            
                                                                                            $
                                                                                            800See
      accompanying notes to the financial statements.
  F-6




Noble
Medical Technologies, Inc.
 (A
Development Stage Company)
 December
31, 2008 and 2007
 Notes to
the Financial Statements
 
 NOTE
1 - ORGANIZATION AND OPERATIONS
 
 Noble
Medical Technologies, Inc. (a development stage company) (“Noble Medical” or 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 and the Company has not generated any revenue to
date.  The Company plans to engage in developing and marketing
enhancements to electrocardiogram (“EKG”) equipment that will be directed
towards medical technicians at hospitals and other locations where “EKG”
equipment is used.
 
 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”).
 
 Reclassification
 
 Certain
amounts in the prior period financial statements have been reclassified to
conform to the current period presentation.   These
reclassifications had no effect on reported losses.
 
 Developmentstagecompany
 
 The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7“Accounting and Reporting by
Development Stage Enterprises”(“SFAS No. 7”).
 The Company is still devoting substantially all of its efforts
on establishing the business and its planned principal operations have
not commenced.  All losses accumulated since inception have been
considered as part of the Company's development stage activities.
 
 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 fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties.  The carrying
amounts of financial assets and liabilities, such as cash and accrued
expenses, approximate their fair values because of the short maturity of these
instruments.
 
 Revenue
recognition
 
 The
Company follows the guidance of the Securities and Exchange Commission’s Staff
Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB
No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue
recognition.  The Company will record revenue when persuasive evidence
of an arrangement exists, product delivery has occurred and the title and risk
of loss transfer to the buyer, the sales price to the customer is fixed or
determinable, and collectability is reasonably assured.
 
 F-7
  The
Company will derive its revenue from sales contracts with customers with
revenues being generated upon the shipment of goods.  Persuasive
evidence of an arrangement is demonstrated via invoice, product delivery is
evidenced by warehouse shipping log as well as a signed bill of lading from the
trucking company or third party carrier and title transfers upon shipment, based
on free on board (“FOB”) factory; the sales price to the customer is fixed upon
acceptance of the purchase order and there is no separate sales rebate,
discount, or volume incentive.
 
 Income
taxes
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 “Accounting
for Income Taxes” (“SFAS No. 109”).  Deferred income tax assets
and liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when 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
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 operations in the period that includes
the enactment date.
 
 Net loss per common
share
 
 Net loss per common share is computed
pursuant to Statement of Financial Accounting Standards No. 128 “Earnings Per Share” (“SFAS
No. 128”).  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, 2008 or 2007.
 
 Recently issued accounting
pronouncements
 
 In June
2003, the 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. 33-8934 on June 26, 2008.  Commencing with its annual
report for the year ending December 31, 2009, 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,
in the following fiscal year, 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
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations” (“SFAS
No. 141(R)”), which requires the Company to record fair value estimates of
contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting.  SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company has not
determined the effect that the adoption of SFAS No. 141(R) will have on the
financial results of the Company.
 
 F-8
  In
December 2007, the FASB issued FASB Statement No. 160“Non-controlling Interests inConsolidated Financial
Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes
non-controlling interests in subsidiaries to be included in the equity section
of the balance sheet.  SFAS No. 160 applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, except
for the presentation and disclosure requirements, which shall be applied
retrospectively for all periods presented.  The Company has not
determined the effect that the adoption of SFAS No. 160 will have on the
financial results of the Company.
  In March
2008, the FASB issued FASB Statement No.161“DisclosuresaboutDerivativeInstrumentsandHedgingActivitiesanamendmentofFASBStatementNo.133”
 (“SFAS
No. 161”), which
changes the disclosure requirements for derivative instruments and hedging activities.  Pursuantto
SFAS No.161,
entities are required to provide
 enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and
 its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  SFAS
No. 161 is
effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008
with early application encouraged. SFAS No. 161
encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative
 disclosures only for periods subsequent to initial adoption. The
Company does not expect the adoption of SFAS No. 161 to have a material impact
on the financial results of the Company.
 
 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 – DEVELOPMENT STAGE ACTIVITIES AND GOING CONCERN
 
 The
Company is currently in the development stage. The Company intends to market
enhancements to electrocardiogram (“EKG”) equipment that will be directed
towards medical technicians at hospitals and other locations where “EKG”
equipment is used; however, the Company has not yet acquired the customers or
begun operations.  Its activities as of December 31, 2008 have been
organizational and developmental (pre-operational).
 
 As
reflected in the accompanying financial statements, the Company had a deficit
accumulated during the development stage of $68,296 at December 31, 2008 and had
a net loss and cash used in operations of $40,189 and $46,722 for the year ended
December 31, 2008, respectively, with no revenues 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
 
 The
Company was incorporated on July 25, 2007 at which time 4,000,000 shares of
common stock were issued to the Company’s founders.  No value was given to
the shares issued by the newly formed corporation.  Therefore, the
shares were recorded to reflect the $.0001 par value and paid in capital was
recorded as a negative amount ($400).  In other words, no net value was
assigned to these shares.
 
 For the
period from July 25, 2007 through December 30, 2007, the Company sold 8,000
shares of its common stock in a private placement at $0.25 per share to two (2)
individuals for $2,000.
 
 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.
 
 NOTE
5 – INCOME TAXES
 
 Deferred tax
assets
 
 At
December 31, 2008, the Company had net operating loss (“NOL”) carry–forwards for
Federal income tax purposes of $68,296 that may be offset against future taxable
income through 2028.  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 $23,221 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 $23,221.
 
 F-9
  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
$13,665 and $9,556 for the year ended December 31, 2008 and for the period
from July 25, 2007 (Inception) through December 31, 2007,
respectively.
 
 Components
of deferred tax assets at December 31, 2008 and 2007 are as
follows:
 
 December
      31, 2008
                
                
                December
      31, 2007Net
      deferred tax assets – Non-current:Expected
      income tax benefit from NOL carry-forwards
                
                $
                23,221
                
                
                
                9,556Less
      valuation allowance
                
                
                (23,221
                )
                
                
                (9,556
                )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, 2008
                
                
                For
      the Period from July 25, 2007 (inception) through December 31,
      2007Federal
      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
 
 Office
space
 
 The Company has been provided office
space by its Chief Executive Officer at no cost.
  F-10










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





None.





Item
9A(T). Controls and Procedures.





Conclusions
Regarding the Effectiveness of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures, as defined Rule 13a-15(e) or
15d-15(e)of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), that are designed to ensure that information required to be disclosed by
the company in the reports that it files or submits under the Exchange Act, is
recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to the company’s management, including its chief executive officer
and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure. Our Chief Executive Officer evaluated the effectiveness of
the design and operation of our disclosure controls and procedures as of
December 31, 2008. Based on this evaluation, our principal executive officer
concluded that our disclosure controls and procedures were effective as of
December 31, 2008, the end of the period covered by this Annual
Report.





Management’s
Report on Internal Control Over Financial Reporting





This
Annual Report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
Company’s independent registered public accounting firm due to a transition
period established by rules of the Securities and Exchange Commission for newly
public companies.





27


Changes
in Internal Control over Financial Reporting





There has
been no change in our internal control over financial reporting that occurred
during our fiscal year ended December 31, 2008, that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.





Item
9B. Other Information





None.





Part
III





Item
10.  Directors, Executive Officers and Corporate
Governance





The
following table sets forth our directors and officers as of February 2,
2009:





Name
            Age
            Position(s)


Richard
      Krutosik
            47
            President,
      Chief Executive Officer and a
Director





Biographical
information for Mr. Krutosik is as follows:





Richard Krutosik.Mr. Krutosik
was elected president, Chief Executive Officer and a director upon our formation
in July 2007.  He has been employed by Saint John’s Health Center
working emergency medicine in various positions since 2000, including Radiology
Nurse, Charge Nurse Emergency Department, and Registered Nurse Emergency
Department.  He holds an Associates Degree from The Los Angeles County
Medical Center.





Audit
Committee.




Because
of our early state of development, we do not have an Audit Committee, nor have
we appointed an Audit Committee financial expert. We intend to establish an
Audit Committee that fulfills the independent and other requirements promulgated
by the SEC when, and if we grow.





Nominating Committee.





The
Board of Directors has not yet established a nominating committee due to our
early stage of development. The entire Board of Directors currently operates as
our Nominating Committee.





Code
of Ethics.





We have
determined that due to our early stage of development and our small size, the
present adoption of a code of ethics is not appropriate.  If we grow
we will adopt a suitable code of ethics.





28


Item
11.  Executive Compensation







SUMMARY
COMPENSATION TABLE









The
following table sets forth information concerning the total compensation paid
during our fiscal year ended December 31, 2008 to our named executive
officers:










Name and principal position
            Year
            Salary
            Bonus
            Stock Awards
            All Other Compensation
            TotalRichard Krutosik, President and Chief
              Executive
      Officer
            2008
            $7,000
            $0
            $0
            $0
            $7,0002007
            $0
            $0
            $0
            $0
            $0








The
Company has not paid and has no present plan to give any compensation other than
cash. The Company does not have any Stock Option Plan or other equity
compensation plans.





No compensation to
directors.





No
director has received any cash or other compensation for serving as a director
and we do not plan to pay any cash or other compensation to any person for
serving as a director.





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





The
information in the following table sets forth the beneficial ownership of our
shares of common stock as of February 2, 2009, by: (i) each of the three highest
paid persons who are our officers and directors (or in the alternative, each
officer and director); (ii) all officers and directors as a group; (iii) each
shareholder who beneficially owns more than 10% of any class of our securities,
including those shares subject to outstanding options.





Name and
address of beneficial
owner                                       
 Amount and Nature of Beneficial
Ownership              Percent
of class


Richard
Krutosik                                                                  
3,920,000                                                                  93.6%


4430
Noble Avenue


Apartment-
201


Sherman
Oaks, CA 91403








All
officers and
directors                                                                 
3,920,000                                                                 93.6%










29


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





The
Company was incorporated on July 25, 2007 at which time 3,920,000 shares of
common stock were issued to the Company’s founder and 80,000 shares of common
stock were issued to the Company’s legal counsel.  No value was given to
the shares issued by the newly formed corporation.  Therefore, the
shares were recorded to reflect the $.0001 par value and paid in capital was
recorded as a negative amount ($400).  In other words, no net value was
assigned to these shares.





The Company has been provided office
space by its President and Chief Executive Officer at no cost.





As of the
date of this Annual Report, the Company has one director, who is not deemed
independent under the SEC rules.





Item
14.  Principal Accounting Fees and Services.





Audit Fees





The
aggregate fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements for the year ended
December 31, 2008 and for the period from July 25, 2007 (Inception) through
December 31, 2007 were $14,000 and $10,000, respectively.




Audit-Related
Fees




During
the fiscal year ended December 31, 2008 and for the period from February 13,
2007 (Inception) through December 31, 2007, 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 the year ended December 31, 2008 and for
the period from July 25, 2007 (Inception) through December 31, 2007 were $800
and $450, respectively.




30


All
Other Fees




During
the for the year ended December 31, 2008 and for the period from July 25, 2007
(Inception) through December 31, 2007, 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.








(B)
Exhibits.





Exhibit
      Number
                  Exhibit
      Description3.1
                  Certificate
      of Incorporation (Incorporated by reference to Exhibit 3.1 to the
      Company’s Registration Statement on Form S-1, File Number
      333-150483)3.2
                  Bylaws
      (Incorporated by reference to Exhibit 3.2 to the Company’s Registration
      Statement on Form S-1, File Number 333-150483)4.1
                  Specimen
      Stock Certificate31.1
                  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act32.1
                  Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002


31


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.





February
      2, 2009
              By:
      /s/ Richard
      KrutosikRichard
      Krutosik, President and Chief Executive Officer(Principal
      Executive Officer and Principal Financial and Accounting
      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.





Name
              Position
              Date







/s/ Richard Krutosik
                Richard Krutosik
              President,
      Chief Executive Officer and Director(Principal Executive Officer and
      Principal Financial and Accounting Officer)
              February
      2, 2009





32