UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





(Mark One)





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


For the quarterly period ended March 31, 2011





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 Identification No.)incorporation or organization)





4751 Wilshire Blvd., 3rd Floor


Los Angeles, California 90010


(Address of principal executive offices)




310-601-2500


(Registrant’s telephone number, including area code)







N/A


(Former address and telephone number, if changed since last report)





Indicate by check mark whether  the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO  ̈





Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES  ̈ NO  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:





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





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES xNO  ̈





Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,188,000 shares of common stock, par value $0.0001 per share, as of  May 15, 2011.














Noble Medical Technologies, Inc.
 
 March 31, 2011 and 2010
 
 Index to Financial Statements
 Contents

Page(s)Balance Sheets at March 31, 2011 (Unaudited) and December 31, 2010

F-2Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (Unaudited)

F-3Statement of Stockholders’ Equity (Deficit)for the Three Months Ended March 31, 2011 (Unaudited)

F-4Statements of Cash Flowsfor the Three Months Ended March 31, 2011 and 2010 (Unaudited)

F-5Notes to the Financial Statements (Unaudited)

F-6
 
 
 
 
  F-1
 
 NOBLE MEDICAL TECHNOLOGIES, INC.BALANCE SHEETS
 
 March 31, 2011


December 31, 2010(Unaudited)ASSETSCURRENT ASSETS:Cash

$
723,848


$
527,993Prepaid management service - related party


90,000



-Total Current Assets


813,848



527,993OFFICE EQUIPMENT:Office equipment


11,458



11,458Accumulated depreciation


(1,132
)


(559
)Office equipment, net


10,326



10,899Total Assets

$
824,174


$
538,892LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable

$
3,606


$
-Accrued expenses


16,821



28,714Accrued expenses - related party


36,828



65,007Notes payable, net of discount


553,439



187,500Note payable - director, net of discount


215,625



187,500Total Current Liabilities


826,319



468,721LONG-TERM SERVICE ARRANGEMENT - STOCKHOLDER


83,333



-Total liabilities


909,652



468,721STOCKHOLDERS' EQUITY (DEFICIT):Preferred stock at $0.0001 par value: 1,000,000 shares authorized,none issued or outstanding


-



-Common stock at $0.0001 par value: 20,000,000 shares authorized,4,188,000 shares issued and outstanding


419



419Additional paid-in capital


526,382



319,090Accumulated deficit


(612,279
)


(249,338
)Total Stockholders' Equity (Deficit)


(85,478
)


70,171Total Liabilities and Stockholders' Equity (Deficit)

$
824,174


$
538,892
 See accompanying notes to the financial statements.
 F-2
  NOBLE MEDICAL TECHNOLOGIES, INC.STATEMENTS OF OPERATIONS
 
 For the

Three Months


For the

Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010(Unaudited)


(Unaudited)OPERATING EXPENSES:Compensation - officer

$
1,042


$
-Management service - stockholder


203,333



-Professional fees


18,043



5,000General and administrative expenses


40,428



-Total operating expenses


262,846



5,000LOSS FROM OPERATIONS


(262,846
)


(5,000
)OTHER (INCOME) EXPENSE:Amortization of notes payable discount


100,314



-Interest income


(219
)


-Total other (income) expense


100,095



-LOSS BEFORE TAXES


(362,941
)


(5,000
)INCOME TAX PROVISION


-



-NET LOSS

$
(362,941
)

$
(5,000
)NET LOSS PER COMMON SHARE -BASIC AND DILUTED:

$
(0.09
)

$
(0.00
)Weighted Average Common Shares Outstanding -basic and diluted


4,188,000



4,188,000
 
 See accompanying notes to the financial statements.
 F-3
 
 NOBLE MEDICAL TECHNOLOGIES, INC.STATEMENT OF STOCKHOLDERS' (EQUITY) DEFICITFor the Three Months Ended March 31, 2011 and 2010(Unaudited)
 Common Stock, $0.0001 Par Value


Additional





TotalNumber of





Paid-in


Accumulated


Stockholders'Shares


Amount


Capital


Deficit


Equity (Deficit)Balance, December 31, 2010


4,188,000



419



319,090



(249,338
)


70,171Issuance of warrants in connection withnotes payable issued in the first quarter of 2012










176,250







176,250Issuance of warrants to COO for future services










12,500







12,500Issuance of warrants to COO for future services










(12,500
)






(12,500
)Issuance of warrants to Trinad Management, LLCfor future services










360,000







360,000Issuance of warrants to Trinad Management, LLCfor future services










(360,000
)






(360,000
)Amortization of warrants issued to officer and stockholderfor future services received










31,042







31,042Net loss














(362,941
)


(362,941
)Balance, March 31, 2011


4,188,000


$
419


$
526,382


$
(612,279
)

$
(85,478
)
 See accompanying notes to the financial statements.
  F-4
 
 NOBLE MEDICAL TECHNOLOGIES, INC.STATEMENTS OF CASH FLOWS
 
 For the

Three Months


For the

Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010(Unaudited)


(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(362,941
)

$
(5,000
)Adjustments to reconcile net loss to net cashused in operating activitiesDepreciation expense


573



-Amortization of discount on notes payable


100,314



-Equity instruments based compensation


31,042



-Changes in operating assets and liabilities:Prepaid stockholder services


(90,000
)


-Accounts payable


3,606



-Accrued expenses


(11,893
)


(3,000
)Accrued expenses - stockholder


(28,179
)


-Accrued stockholder services


83,333



-NET CASH USED IN OPERATING ACTIVITIES


(274,145
)


(8,000
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from notes payable


470,000



-Contribution to capital


-



8,000NET CASH PROVIDED BY FINANCING ACTIVITIES


470,000



8,000NET CHANGE IN CASH


195,855



-Cash at beginning of period


527,993



-Cash at end of period

$
723,848


$
-SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION:Cash paid for:Interest

$
-


$
-Income taxes

$
-


$
 See accompanying notes to the financial statements.
  F-5
  Noble Medical Technologies, Inc.
 March 31, 2011 and 2010
 Notes to the Financial Statements
 (Unaudited)
 
 NOTE 1 - ORGANIZATION AND OPERATIONS
 
 Noble Medical Technologies, Inc. (the “Company”) was incorporated on July 25, 2007 under the laws of the State of Delaware.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  Due to the recent economic downturn, the Company was unable to receive sufficient funds to commence operations and the Company has not generated any revenue to date. Therefore, the Company has abandoned its plan to engage in developing and marketing enhancements to electrocardiogram (“EKG”) equipment and is currently inactive and is seeking a suitable candidate for a business combination.
 
 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of presentation
 
 The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full year.  These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2010 and notes thereto contained in the Company’s Annual Report Form 10-K as filed with the SEC on April 15, 2011.
 
 Use of estimates
 
 The preparation of financial statements in conformity with U.S. GAAP 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.
  The Company’s significant estimates include the estimated useful lives of office equipment, fair value of financial instruments and non-financial assets.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.  Actual results could differ from those estimates.
 
 Fair value of financial instruments
 
 The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.   The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
 Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
 
 F-6
  Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly

observable as of the reporting date.
 
 Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.
 
 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
 
 The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
 
 The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.  The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31, 2011 and December 31, 2010.
 
 The Company uses Level 3 of the fair value hierarchy to measure the fair value of the warrants issued in connection with the issuance of notes payable, notes payable – director and the warrants for employee services.
 
 The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2011 or December 31, 2010; no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the three months  ended March 31, 2011 or 2010.
 
 Fair value of non-financial assets and impairment of long-lived assets
 
 The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes office equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
 
 The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
 
 The Company determined that there were no impairments of long-lived assets as of March 31, 2011 or December 31, 2010.
 
 Cash equivalents
 
 The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
 
 Office equipment
  Office equipment is recorded at cost. Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred. Depreciation of office equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years.  Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.
  F-7
 
 Discount on notes payable
  The Company follows subtopic 470-20 of the FASB Accounting Standards Codification (“Subtopic 470-20”) “Debt with Conversion and Other Options,” when accounting for notes payable. The Company allocates the proceeds received between notes payable and warrants, if any. The resulting warrants discount from the face amount of the notes payable is amortized using the effective interest method over the lives of the debt instruments.
  The fair value of warrants is estimated on the date of issuance using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:
  ·
The Company uses historical data to estimate notes holder exercise behavior.  The expected life of warrants granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the warrants are expected to be outstanding.
  ·
The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.
  ·
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.
  ·
The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.
  Commitments and contingencies
  The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
  Revenue recognition
 
 The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
  Stock-based compensation for obtaining employee services
  The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
  F-8
  The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:
  ·
The Company uses historical data to estimate employee termination behavior.  The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding.
  ·
The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.
  ·
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.
  ·
The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.
  The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.
  Equity instruments issued to parties other than employees for acquiring goods or services
  The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).
  Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
  Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.
  Income taxes
 
 The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income and comprehensive income in the period that includes the enactment date.
 
 The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
  F-9
 
 Net income (loss) per common share
 
 Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through warrants.
  The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation for the three months ended March 31, 2011 and 2010 as they were anti-dilutive:
  Potentially outstanding

dilutive common sharesFor the three

months ended

March 31, 2011


For the three

months ended

March 31, 2010Warrants issued on December 17, 2010 in connection with the issuance of notes payable – officer to purchase 1,000,000 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance


1,000,000



-Warrants issued on December 29, 2010 in connection with the issuance of notes payable to purchase 1,000,000 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance


1,000,000



-Warrants issued on January 18, 2011 in connection with the issuance of notes payable to purchase 333,333 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance


333,333



-Warrants issued on January 24, 2011 in connection with the issuance of notes payable to purchase 166,666 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance


166,666



-Warrants issued on February 4, 2011 in connection with the issuance of notes payable to purchase 833,333 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance


833,333



-Warrants issued on February 4, 2011 in connection with the issuance of notes payable to purchase 166,666 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance


166,666



-Warrants issued on February 7, 2011 in connection with the issuance of notes payable to purchase 66,667 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance


66,667



-Warrants issued to COO on February 22, 2011 as compensation to purchase 250,000 shares of the Company’s common shares with an exercise price of $1.00 per share expiring three (3) years from date of issuance


250,000



-Warrants issued to Trinad Management LLC as compensation to purchase 2,000,000 shares of the Company’s common shares with an exercise price of $0.10 per shares expiring ten (10) years from date of issuance


2,000,000



-Total potentially outstanding dilutive common shares


5,816,665



-
  F-10
 
 Cash flows reporting
  The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
  Subsequent events
  The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
  Recently issued accounting pronouncements
 
 In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:
  1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
 2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
  F-11
 
 This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
  1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
 2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
 
 This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categoriesof assets to classesof assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
  In April 2010, the FASB issued ASU No. 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”).This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.
  In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”),was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.
  In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics.  The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of  stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.
  In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
  In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for 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, 2010. Early adoption is permitted.
  F-12
  Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
 
 NOTE 3 – GOING CONCERN
 
 As reflected in the accompanying financial statements, the Company had an accumulated deficit of $612,279 at March 31, 2011 and had a net loss of $362,941 and net cash used in operating activities of $274,145 for the period then ended, respectively, with no revenues earned since inception.
 
 While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
 
 The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 NOTE 4 – OFFICE EQUIPMENT
 
 Office equipment, stated at cost, less accumulated depreciation at March 31, 2011 and December 31, 2010 consisted of the following:
  Estimated

Useful Life (Years)

March 31, 2011


December 31, 2010Office equipment
5

$
11,458


$
11,45811,458



11,458Less accumulated depreciation



(1,132
)


(559
)$
10,326


$
10,899
  Depreciation expense for the three months ended March 31, 2011 and 2009 was $573 and $0, respectively.
  NOTE 5 – NOTES PAYABLE
 
 Notes payable
 
 On December 29, 2010, the Company entered into two 10% promissory notes payable of $200,000 and $100,000 with Reindeer Partners LLC and Evan Azriliant, respectively. In connection with the issuance of the promissory notes, the Company granted to the payee warrants to purchase 333,333 and 666,667, or 1,000,000 common shares in aggregate with an exercise price of $0.10 per share expiring ten (10) year from the date of issuance. The promissory notes mature on December 29, 2011 with principal and interest due on the date of maturity.
  On January 18, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $100,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 333,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on January 17, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On January 24, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $50,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 166,666 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on January 23, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On February 4, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $250,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 833,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on February 3, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On February 4, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $50,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 166,667 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on February 3, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On February 7, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $20,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 66,667 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on February 6, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 7, 2011 and 80% on March 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
  The proceeds received from these notes were allocated between the notes payable and the warrants based on their relative fair values.
  The relative fair value of the warrants granted, estimated on the dates of grant, which was recorded as a discount to the notes using the Black-Scholes option-pricing model with the following assumptions:
  Expected option life (year)






10.00Expected volatility






90%Average Risk-free interest rate






3.49%Dividend yield






0.00%
  The Company is amortizing the discounts over the term of the notes. The Company recorded $72,189 and $0 amortization of the discount for the interim period ended March 31, 2011and 2010, respectively.
  F-13
  Notes payable consisted of the following at March 31, 2011 and December 31, 2010:
 
  March 31, 2011


December 31, 2010Promissory notes payable with interest at 10% per annum due December 29, 2011

$
300,000


$
300,000Discount on note payable


(112,500
)


(112,500
)Accumulated amortization of discount


28,125



-215,625



187,500Promissory notes payable with interest at 10% per annum due January 17, 2011


100,000



-Discount on note payable


(37,500
)


(-
)Accumulated amortization of discount


9,375



-71,875



-Promissory notes payable with interest at 10% per annum due January 23, 2011


50,000



-Discount on note payable


(18,750
)


(-
)Accumulated amortization of discount


4,688



-35,938



-Promissory notes payable with interest at 10% per annum due February 3, 2011


50,000



-Discount on note payable


(18,750
)


(-
)Accumulated amortization of discount


4,688



-35,938



-Promissory notes payable with interest at 10% per annum due February 3, 2011


250,000



-Discount on note payable


(93,750
)


(-
)Accumulated amortization of discount


23,438



-179,688



-Promissory notes payable with interest at 10% per annum due February 6, 2011


20,000



-Discount on note payable


(7,500
)


(-
)Accumulated amortization of discount


1,875



-14,375



-Total promissory notes payable


770,000



-Discount on note payable


(288,750
)


(-
)Accumulated amortization of discount


72,189



-$
553,439


$
187,500
 
 F-14
  Note payable - Director
 
 On December 17, 2010, the Company entered into a 10% promissory note payable of $300,000 with Jay Krigsman maturing on December 15, 2011. In connection with the issuance of the promissory note, the Company granted Mr. Krigsman a warrant to purchase 1,000,000 common shares with an exercise price of $0.10 per share expiring ten (10) year from the date of issuance. The note matures on December 15, 2011 with principal and interest due on the date of maturity.
  The proceeds received from this note were allocated between the note payable and the warrant at $187,500 and $112,500 respectively based on their relative fair values.
  The relative fair value of the warrant granted, estimated on the date of grant, was $112,500, which was recorded as a discount to the note using the Black-Scholes option-pricing model with the following assumptions:
  Expected option life (year)






10.00Expected volatility






90%Risk-free interest rate






3.33%Dividend yield






0.00%
 
  The Company is amortizing the discount over the term of the promissory note. The Company recorded $28,125 amortization of the discount for the three months ended March 31, 2011.
 
 Note payable – director consisted of the following at March 31, 2011 and December 31, 2010:
 
  March 31, 2011


December 31, 2010Promissory notes payable with interest at 10% per annum due December 29, 2011

$
300,000


$
300,000Discount on note payable


(112,500
)


(112,500
)Accumulated amortization of discount


28,125



-$
215,625


$
187,500
  F-15
 
 NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)
 
 Capital contribution
 
 On June 30, 2009, net accrued expenses of $21,296 as of February 6, 2009 were assumed by certain stockholders of the Company and have been reclassified to additional paid-in capital.
 
 For the period from July 1, 2009 through December 31, 2009, certain stockholders of the Company paid $11,213 professional fees on behalf of the Company and contributed the payments as capital.
 
 For the year ended December 31, 2010, certain stockholders of the Company paid $15,000 of professional fees on behalf of the Company and contributed the payments as capital.
 
 Warrants issued in connection with issuance of notes
 
 On December 17, 2010, the Company entered into a securities purchase agreement with Jay Krigsman pursuant to which the Company issued a promissory note for $300,000 principal amount and a 10 year common stock warrant to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.10 per share.  The warrants vest over two years, 20% on January 1, 2011 and 80% on January 1, 2012.
 
 On December 29, 2010, the Company entered into separate securities purchase agreements with Reindeer Partners LLC and Evan Azriliant pursuant to which the Company issued promissory notes for $200,000 and $100,000 principal amounts, respectively and 10 year common stock warrants to purchase an aggregate of 1,000,000 shares of the Company's common stock at an exercise price of $0.10 per share.  The warrants vest over two years, 20% on January 1, 2011 and 80% on January 1, 2012.
 
 On January 18, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $100,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 333,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on January 17, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On January 24, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $50,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 166,666 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on January 23, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On February 4, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $250,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 833,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on February 3, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On February 4, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $50,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 166,667 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on February 3, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 On February 7, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a promissory note for $20,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 66,667 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on February 6, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity.  The Warrant vests over a period of one year, 20% on February 7, 2011 and 80% on March 1, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.
 
 F-16
  The proceeds received from these notes were allocated between the notes payable and the warrants based on their relative fair values using Black-Schole Option Pricing Model.
  Warrants issued to officer and stockholder for future services
 
 On February 22, 2011, the Company appointed Elliot Goldman as Chief Operating Officer of the Company.  Mr. Goldman was issued a three year warrant to purchase 250,000 shares of the Company's common stock at an exercise price of $1.00 per share for his service of three (3) years.  The Company valued the warrants granted, using the Black-Scholes option-pricing model with the following weighted-average assumptions:
  Expected option life (year)






3.00Expected volatility






90%Risk-free interest rate






1.22%Dividend yield






0.00%
 
 The fair value of the warrants granted, estimated on the date of grant, was $12,500 and was amortized over the period of service of three (3) years.  The Company recorded $1,042 and $0 as compensation - officer for the interim period ended March 31, 2011 and 2010, respectively..
 
 On March 21, 2011, the Company entered into a Management Agreement (“Management Agreement”) with Trinad Management, LLC (“Trinad”), a significant stockholder of the Company.  Pursuant to the Management Agreement, Trinad has agreed to provide certain management services to the Company for a period of three (3) years expiring December 31, 2014, including without limitation the sourcing, structuring and negotiation of a potential business combination transaction involving the Company.  Under the  Management Agreement the Company will compensate Trinad for its services with (i) a fee equal to $2,080,000, with  $90,000 payable in advance of each  consecutive three-month period during the term of the Agreement and  with $1,000,000 due at the end of the 3 year term unless the Management Agreement  is otherwise  terminated earlier in accordance with its terms, and (ii) issuance of a Warrant to purchase 2,000,000 shares of the Company common stock at an exercise price of $0.10 per share (“Warrant”).  The Company valued the warrant granted, using the Black-Scholes option-pricing model with the following weighted-average assumptions:
  Expected option life (year)






10.00Expected volatility






90%Risk-free interest rate






3.34%Dividend yield






0.00%
 
 The fair value of the warrants granted, estimated on the date of grant, was $360,000 and is being amortized over the period of service of three (3) years.  The Company recorded $30,000 and $0 as stockholder services for the interim period ended March 31, 2011 and 2010, respectively.
 
 F-17
  The table below summarizes the Company’s stock warrants activities through March 31, 2011:
  Number of

Warrant Shares

Exercise

Price Range

Per Share

Weighted

Average

Exercise Price

Fair Value

at Date of

Issuance

Aggregate

Intrinsic ValueBalance, December 31, 2009


-



$
-



$
-


$
-



$
-Granted


2,000,000




0.10




0.10



225,000




200,000Cancelled


(-
)



-




-



-




-Exercised


(-
)



-




-



-




-Expired


-




-




-



-




-Balance, December 31, 2010


2,000,000



$
0.10



$
0.10


$
225,000



$
200,000Granted


3,816,665




0.10 – 1.00




0.16



548,750




356,667Cancelled


(-
)



-




-



-




-Exercised


(-
)



-




-



-




-Expired


-




-




-



-




-Balance, March 31, 2011


5,816,665



$
0.10 – 1.00



$
0.16


$
548,750



$
556,667Vested and exercisable, March 31, 2011


2,763,333



$
0.10 – 1.00



$
0.12


$
442,750



$
271,333Unvested, March 31, 2011


3,053,332



$
0.10 – 1.00



$
0.16


$
331,000



$
285,333
  The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2011:
  Warrants Outstanding

Warrants ExercisableRange of Exercise Prices

Number

Outstanding

Average

Remaining

Contractual

Life

(in years)

Weighted

Average

Exercise

Price

Number

Exercisable

Average

Remaining Contractual

Life

(in years)

Weighted

Average

Exercise

Price$0.10


5,566,665


9.75

$
0.10


2,713,333


9.75

$
0.10$ 1.00


250,000


2.75

$
1.00


50,000


2.75

$
1.00
 
 NOTE 7 – RELATED PARTY TRANSACTION
 
 Free office space
 
 The Company has been provided office space by its principal stockholder at no cost.  The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
 
 Management  service from stockholder
 
 On March 21, 2011, the Company entered into a Management Agreement (“Management Agreement”) with Trinad Management, LLC (“Trinad”), a significant stockholder of the Company.  Pursuant to the Management Agreement, Trinad has agreed to provide certain management services to the Company for a period of three (3) years expiring December 31, 2014, including without limitation the sourcing, structuring and negotiation of a potential business combination transaction involving the Company.  Under the  Management Agreement the Company will compensate Trinad for its services with (i) a fee equal to $2,080,000, with  $90,000 payable in advance of each  consecutive three-month period during the term of the Agreement and  with $1,000,000 due at the end of the 3 year term unless the Management Agreement  is otherwise  terminated earlier in accordance with its terms, and (ii) issuance of a Warrant to purchase 2,000,000 shares of the Company common stock at an exercise price of $0.10 per share (“Warrant”).
  The Company (i)(a) recorded $90,000 per quarter and accrued (i)(b) $83,333 per quarter for $1,000,000 during the three (3) year term due at the end of the term of management services pursuant to the Management Agreement; and (ii) recorded amortization of $30,000 of the fair value of the warrant issued on March 21, 2011 in connection with the Management Agreement per quarter, or $203,333 of management services per quarter in aggregate.
  F-18
 
 The management services from the significant stockholder for the interim period ended March 31, 2011 and 2010 were as follows:
  March 31, 2011


March 31, 2010(i) (a) Quarterly management services billed or accrued

$
90,000


$
-(i) (b) Long-term management services accrued

$
83,333


$
-(ii) amortization of $30,000 of the fair value of the warrant issued on March 21, 2011

$
30,000


$
-$
203,333


$
-
 
 NOTE 8 – SUBSEQUENT EVENTS
 
 The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:
 
 On April 4, 2011, the Company entered into a Loan Agreement (“Loan Agreement”) with Cameo Stars, LLC (“Cameo”).  Pursuant to the Loan Agreement, the Company agreed to loan Cameo the principal amount of $250,000 in accordance with a senior promissory note issued to the Company on the same date (the “Note”).  Principal and interest at 10% per annum are due April 4, 2012.  The Loan Agreement provides a right of first refusal to the Company to consummate a Financing (as defined in the Loan Agreement) with Cameo or any of its affiliates at anytime while the principal balance remains outstanding under the Note.
  In order to secure Cameo’s obligations under the Loan Agreement, the Company and Cameo entered into a Security Agreement (the “Security Agreement”), pursuant to which Cameo has granted the Company a security interest  in substantially all of its assets.
  In addition, Robert Ellin, the Company’s Chief Executive Officer, agreed to provide strategic, operational, management and financial advice and consultation to Cameo, and serve as the Co-Chairman of the Board of Cameo.  Cameo issued Mr. Ellin a five (5) year warrant to purchase 1,349,851 common unit interests in Cameo with an exercise price of $0.01 per unit.  The warrant may be cancelled by Cameo if Cameo satisfies its obligations under the Note within sixty (60) days of the issuance of the Note, or within thirty (30) days prior to the closing of an equity transaction of at least $2,000,000 during the term of the warrant.
  On April 15, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a Note for $100,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 333,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant").  The Note matures on April 15, 2012, and is subject to interest at 10% per annum with principal and interest due upon maturity.  The Warrant vests over a period of one (1) year, 20% on April 15, 2011 and 80% on April 15, 2012.  The vesting of the Warrant will accelerate to 100% upon a Liquidity Event or Funding Event as defined in the Warrant.




F-19


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations




Forward-Looking Statements





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





The forward-looking statements are based on various factors and were derived using numerous assumptions. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly 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. 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.




References to “Company,” “we” or “us” refer to Noble Medical Technologies, Inc., unless the context requires otherwise.




Description of Business




At present, the Company has no sources of revenue and we are an inactive company. The Company is currently considered to be a blank check company. The SEC defines those companies as any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) and Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies. Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a shell company because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.




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




The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:





(i)      filing Exchange Act reports, and





(ii)     investigating, analyzing and consummating an acquisition.




We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependant on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.




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




Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.




2




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




Management Agreement
  On March 21, 2011, the Company entered into a Management Agreement ( “Management Agreement”) with Trinad Management LLC. Pursuant to the Management Agreement, Trinad Management has agreed to provide certain management services to the Company for a period of three (3) years, including without limitation the sourcing, structuring and negotiation of a potential business combination transaction involving the Company. Under the Management Agreement the Company will compensate Trinad Management for its services with (i) a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive three-month period during the term of the Agreement and with $1,000,000 due at the end of the 3 year term the Management Agreement unless the Management Agreement is otherwise terminated earlier in accordance with its terms, and (ii) issuance of a warrant to purchase 2,000,000 shares of the Company common stock at an exercise price of $0.10 per share. The warrant may be exercised in whole or in part by Trinad Management at any time for a period of ten (10) years.
  Cameo Stars
  On April 4, 2011, Company entered into a loan agreement with Cameo Stars, LLC (“Cameo”), a private company engaged in a social entertainment platform that enables celebrities, as well as the stars and characters from leading entertainment companies and consumer brands, to make virtual cameo appearances branded social content. Consumers use the company’s applications to share and collect a variety of “social cameos” directly in their social network pages and mobile devices. Brands and entertainment companies use the Cameo platform to engage consumers with branded social content. Pursuant to the loan agreement, the Company advanced to Cameo $250,000 in accordance with a senior promissory note issued to the Company on the same date. Principal and interest at an annual rate of 10% is due on April 4, 2012. The loan agreement provides a right of first refusal to the Company to consummate a “financing” (as defined in the loan agreement) with Cameo or any of its affiliates at anytime while the principal balance remains outstanding. The note is secured by a security interest in substantially all of Cameo’s assets.




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Liquidity and Capital Resources




As of March 31, 2011, the Company had assets equal to $824,174 comprised of cash, prepaid management service expenses and office equipment. This compares with assets of $538,892, comprised of cash and office equipment as of December 31. 2010. The Company had current liabilities of $826,319, comprised of short term notes outstanding to investors, accounts payable and accrued expenses as of March 31, 2011. This compares with liabilities of $468,721 as of December  31, 2010.




The Company has nominal assets and has generated no revenues since inception. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.




On January 18, 2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued a promissory note in the amount of $100,000 and a 10 year common stock warrant to purchase 333,333 shares of the Company’s common stock at an exercise price of $0.10 per share. The note matures on January 17, 2012, and is subject to interest at an annual rate of 10%. The warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 17, 2012. The vesting of the warrant will accelerate to 100% upon a liquidity or a funding event as defined in the warrant.




On January 24, 2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued a promissory note for $50,000 principal amount and a 10 year common stock warrant to purchase 166,666 shares of the Company’s common stock at an exercise price of $0.10 per share. The note matures on January 23, 2012, and is subject to interest at an annual rate of 10%. The warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 1, 2012. The vesting of the warrant will accelerate to 100% upon a liquidity event or funding event as defined in the warrant.




On February 4, 2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued a promissory note in the amount of $50,000 and a 10 year common stock warrant to purchase 166,667 shares of the Company’s common stock at an exercise price of $0.10 per share. The note matures on February 3, 2012, and is subject to interest at an annual rate of 10%. The warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012. The vesting of the warrant will accelerate to 100% upon a liquidity event or funding event as defined in the warrant.




On February 4, 2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued a promissory note in the amount of $250,000 and a 10 year common stock warrant to purchase 833,333 shares of the Company’s common stock at an exercise price of $0.10 per share. The note matures on February 3, 2012, and is subject to interest at an annual rate of 10%. The warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012. The vesting of the warrant will accelerate to 100% upon a liquidity event or funding event as defined in the warrant.




On February 7, 2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued a promissory note in the amount of $20,000 and a 10 year common stock warrant to purchase 66,667 shares of the Company’s common stock at an exercise price of $0.10 per share. The note matures on February 6, 2012, and is subject to interest at an annual rate of 10%. The warrant vests over a period of one year, 20% on February 7, 2011 and 80% on March 1, 2012. The vesting of the warrant will accelerate to 100% upon a liquidity event or a funding event as defined in the warrant.




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TABLE OF CONTENTS





On April 15, 2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued a promissory note in the amount of $100,000 and a 10 year common stock warrant to purchase 333,333 shares of the Company’s common stock at an exercise price of $0.10 per share. The note matures on April 15, 2012, and is subject to interest at an annual rate of 10%. The warrant vests over a period of one year, 20% on April 15, 2011 and 80% on April 15, 2012. The vesting of the warrant will accelerate to 100% upon a liquidity event or funding event as defined in the warrant.




Results of Operations





The Company has not conducted any active operations since inception.No revenue has been generated by the Company from July 25, 2007 (Inception) to March 31, 2011. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. These circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months is to continue its efforts to locate suitable acquisition candidates.




For the three months ended March 31, 2011, the Company had a net loss of $362,941, consisting of professional fees including legal, accounting, audit, and other professional service fees and general administrative expenses incurred in relation to the filing of the Company’s periodic reports and its recent financial transactions, amortization of discount on notes, and equity instrument based compensation expenses.




For the three months ended March 31, 2010, the Company had a net loss of $5,000 comprised exclusively of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports and other transactional matters.




For the cumulative period from July 25, 2007 (Inception) to March 31, 2011, the Company had a net loss of $612,279, comprised professional fees, including of legal, accounting, audit, other professional service fees and general administrative expenses incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form S-1, and the filing of the Company’s periodic reports,amortization of discount on notes, and equity instrument based compensation expenses.




Off-Balance Sheet Arrangements




The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


Contractual Obligations
  As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.


Going Concern




Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have a history of losses that are likely to continue in the future. Our financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. We may be required to cease operations which could result in our stockholders losing almost all of their investment.




Item 3. Quantitative and Qualitative Disclosures about Market Risk





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.





Item 4. Controls and Procedures




Evaluation of Disclosure Controls and Procedures


Our principal executive officer and principal financial officer performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2011, our disclosure controls and procedures were ineffectivefor the period ended March 31, 2011, subject to the two material weaknessess described below.





As a result of our assessment, of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, as reported in our Annual Report of Form 10-K for the year ended December 31, 2010, we have determined that our internal control over financial reporting was ineffective as of December 31, 2010. We had neither the resources, nor the personnel, to provide an adequate control environment. The following two material weaknesses in our internal control over financial reporting existed at December 31, 2010:





(i) We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2010. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.





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




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




Changes in Internal Control over Financial Reporting




There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.





PART II – OTHER INFORMATION





Item 1 – Legal Proceedings





There are no material legal proceedings to which we are a party, or of which any of our property is subject, and we are not aware of any threatened legal proceedings against us.





Item 1A – Risk Factors





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.





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





Between January 18, 2011 and April 15, 2011, the Company entered into various financing transactions as discussed under “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” which discussion is incorporated herein by reference. Each of the transactions and related issuance of securities was pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D of the 1933 Act. No commissions were paid to any person in connection with these transactions.


Item 3 – Defaults Upon Senior Securities





None.





Item 4 – (Reserved)





Item 4 – Other Information





None.





Item 5 – Exhibits





Exhibits:





3.1

Certification of Incorporation (previously filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-1, filed with the SEC on April 28, 2008 and incorporated herein by reference).3.2

Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on April 28, 2008 and incorporated by reference).31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





NOBLE MEDICAL TECHNOLOGIES, INC.





Date: May 23, 2011
By
/s/ Elliot GoldmanElliot GoldmanChief Operating Officer(Principal Executive Officer)Date: May 23, 2011
By
/s/ Tatiana WalkerTatiana WalkerInterim Chief Financial Officer(Principal Financial and Accounting Officer)





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Exhibit Index
  3.1

Certification of Incorporation (previously filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-1, filed with the SEC on April 28, 2008 and incorporated herein by reference).3.2

Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on April 28, 2008 and incorporated by reference).31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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