-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q19Y+GGOFpdl6diPs+SqqogB8Pju74vWexPESRnwsGb10z3NuZw51drMeYBHp91L uQMHqp7V91CNr+efB4BLdA== 0001077048-08-000078.txt : 20080415 0001077048-08-000078.hdr.sgml : 20080415 20080415121010 ACCESSION NUMBER: 0001077048-08-000078 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noble Innovations Inc CENTRAL INDEX KEY: 0001220379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 710934772 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-118632 FILM NUMBER: 08756463 BUSINESS ADDRESS: STREET 1: 3044 NORTH 33RD AVE CITY: PHOENIX STATE: AZ ZIP: 85017 BUSINESS PHONE: 602-538-4718 MAIL ADDRESS: STREET 1: 3044 NORTH 33RD AVE CITY: PHOENIX STATE: AZ ZIP: 85017 FORMER COMPANY: FORMER CONFORMED NAME: XSINVENTORY DATE OF NAME CHANGE: 20030224 10-K 1 nbiv-10k_123107.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

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

 

For the fiscal year ended December 31, 2007

 

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

 

Commission file number 333-118632

 

NOBLE INNOVATIONS, INC

(Exact name of registrant as specified in its charter)

 

Nevada

 

71-0934772

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

3044 North 33rd Avenue

 

 

Phoenix, AZ

 

85017

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number:

(602) 455-0507

 

Copies of Communications to:

Stoecklein Law Group

4695 MacArthur Court,

Eleventh Floor

Newport Beach, CA 92660

(949) 798-5690

Fax (949) 258-5112

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x  

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x  

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

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

 


 

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

 

Large accelerated filer o

Accelerated filer o

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company x

 

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

No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 29, 2007 (the last business day of the registrant's most recently completed second fiscal quarter) was $15,810,000 based on a share value of $3.10.

 

The number of shares of Common Stock, $0.001 par value, outstanding on April 7, 2008 was 5,910,000 shares.

 


NOBLE INNOVATIONS, INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2007

 

Index to Report

on Form 10-K

 

PART I

Page

 

 

 

  

Item 1.

Business

2

Item 1A.

Risk Factors

5

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

9

Item 4.

Submission of Matters to a Vote of Security Holders

9

 

 

 

PART II

 

 

 

 

Item 5.

Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

9

Item 6.

Selected Financial Data

11

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

17

Item 8.

Financial Statements and Supplementary Data

17

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

17

Item 9A (T)

Control and Procedures

17

Item 9B.

Other Information

18

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers, Promoters and Corporate Governance

19

Item 11.

Executive Compensation

23

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

26

Item 13.

Certain Relationships and Related Transactions, and Director Independence

27

Item 14

Principal Accountant Fees and Services

28

 

 

  

PART IV

 

 

 

 

Item 15.

Exhibits, Financial Schedules

28

 


FORWARD-LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K.

 

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

 

 

o

our ability to diversify our operations;

 

o

our ability to successfully compete in the energy efficient industry;

 

o

inability to raise additional financing for working capital;

 

o

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

 

o

our ability to attract key personnel;

 

o

our ability to operate profitably;

 

o

deterioration in general or regional economic conditions;

 

o

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

 

o

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

 

o

inability to achieve future sales levels or other operating results;

 

o

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

 

o

the unavailability of funds for capital expenditures; and

 

o

other risks and uncertainties detailed in this report.

 

1

 


For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Item 1A. Risk Factors in this document.

 

Throughout this Annual Report references to “we”, “our”, “us”, “Noble”, “the Company”, and similar terms refer to Noble Innovations, Inc.

 

AVAILABLE INFORMATION

 

We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.

 

PART I

 

ITEM 1.

BUSINESS

 

General Business Development

 

We were incorporated in the State of Nevada in September of 2002 as XSInventory. In February 2003, we formed Creative Excess, Inc., as a wholly owned subsidiary, to become an online liquidator of products through eBay. During the second quarter of 2007, we determined it in the best interest of our stockholders to elect a new board member and hire new management to assist us in establishing new methods of generating revenues. On May 16, 2007, we obtained majority consent of our stockholders and changed our name from XSInventory to Noble Innovations, Inc. in anticipation of changing our business plan.

 

In connection with the name change and the intention to pursue a new line of business, on May 16, 2007, we appointed James A. Cole to serve as our new Chief Executive Officer of the Company as well a member of the board of directors. On May 21, 2007, we entered into an employment agreement with Mr. L. Fred Huggins to serve as our Vice President of Sales and Marketing. As a result of these executive changes, our new management intends to pursue energy efficient technology that is classified as “green” in nature. As of December 31, 2007, we continued to be classified as a development stage company.

 

OUR BUSINESS

 

During the first two quarters of 2007, the Company acted as an online liquidator of products through eBay. However, during this time we were negatively impacted by a lack of capital to acquire additional inventory and therefore experienced reduced sales. As a result, we began analyzing several potential opportunities to focus on a new line of business. After much research

 

2

 


and analysis, we located new management and transitioned our focus to the marketing and distribution of energy efficient technology products.

 

The Company’s current goal is to research, develop, manufacture, market and sell energy-efficient resource-conscious “green” products. During the third quarter of 2007, we transitioned our business plan to pursuing various energy efficient technologies. We first began by aligning ourselves with various associations and societies that emphasize innovative, energy efficient and environmentally sensitive products in the building community.

 

During the fourth quarter of 2007, we showcased our first “green” product to be distributed by us, which consisted of the Viridian Truly Tankless water heaters, to the building community at the 2007 Excellence in Building Conference & Expo in St. Paul, Minnesota. Additionally, we showed our products being distributed by us to the building community at the 2008 International Builders’ Show in Orlando, Florida.

 

Principal Products and Services

 

Noble’s first “green” product to be distributed is the Viridian Truly Tankless water heater. Currently, Noble is the only authorized company currently allowed to distribute the Viridian Tankless water heater. The water heater is an electric heater that can provide enough hot water for a whole house while also reducing the amount of electricity and water used as well as decreasing carbon emissions and non-biodegradable waste.

 

The Viridian tank utilizes a patented system of four horizontal, downward flowing, high quality, 316 grade stainless-steel Jalix heating tubes. The cold water enters the top of the heating system and is heated as it flows horizontally and downward, causing sediment to be naturally washed away each time hot water is used. There are no tank bottoms and no spaces for sediment to accumulate. Currently, there are two models, the V120 and V100.

 

Distribution Methods of the Products

 

Noble intends to establish a distribution network for the Viridian water heaters by developing relationships with plumbing and electrical distributors, appliance stores selling plumbing products, builders, other equipment manufacturers (“OEMs”), as well as directly to plumbers and electricians.

 

Competition and Market Overview

 

The Company and its products compete in various industries of alternative “green” products and more specifically that of water heaters with its first distributed product, the Viridian electric tankless water heater. With the introduction of the Viridian water tank, Noble will compete principally with all water heater manufacturers. Almost all water heaters sold in the United States are traditional storage units. Additionally, there are various manufacturers such as Noritz, Rinnai and Bosch that have also developed tankless water heaters, otherwise referred to as advanced technologies water heaters. However, most of these manufacturers rely on the tankless water heaters being powered by gas whereas the Viridian tanks differentiate themselves as they are electrically powered.

 

3

 


 

Tankless water heaters have various benefits such as: providing endless hot water, lower energy and water bills, environmentally efficient, better quality water and long life expectancy. With the perceived benefits it is expected that the market for tankless water heaters will continue to grow in popularity over the next ten to fifteen years as the products continue to be more cost efficient and people continue to become more eco-conscious. In 2003, gas tankless water heaters sales were for approximately 53,000 units and as of 2006, gas tankless water heater sales exceeded 254,000 units.

 

Sources and Availability of Raw Materials and Names of the Principal Suppliers

 

The Company that manufactures the Viridian tankless water heater is in the negotiating stages with an Italian manufacturer to produce the units in its Mexican plant. Until an agreement has been executed, the products are being assembled at the Noble facility in Phoenix, Arizona and all electrical parts, castings, and sheet metal are being supplied by local suppliers. There are no contracts with suppliers and the raw materials are obtained based upon availability and price on the open wholesale market.

 

Trademarks and Other Proprietary Rights

 

We regard the protection of copyrights, service marks, trademarks, trade dress and trade secrets as critical to our future success and will rely on a combination of copyright, trademark, service mark and trade secret laws and contractual restrictions to establish and protect our proprietary rights in products and services. As a result of our distributorship of the Viridian water heaters, and upon the development of new product lines, we will be entering into confidentiality agreements with our licensees, potential licensees, distributors, sub-distributors, consultants and strategic partners in order to limit access to and disclosure of our proprietary information. These contractual arrangements or the other steps taken by us to protect our intellectual property may not prove sufficient to prevent misappropriation of our technology or to deter independent third-party development of! similar technologies. We anticipate pursuing the registration of our trademarks and service marks in the United States.

 

Need for Government Approval of Principal Products

 

The Viridian Truly Tankless water heater has been submitted for ETL testing in the State of California for electrical certification. ETL is the commercial equivalent of UL. Although receiving ETL certification does not prevent us from selling the Viridian Tankless water heaters, it is expected that ETL certification is expected during the second quarter of 2008.

 

Governmental Approval and Regulation

 

Noble is subject to all of the government regulations that regulate businesses generally such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety, labor relations, and disadvantages businesses. In addition, the Company’s operations are subject to the jurisdiction of federal, state and other taxing authorities. From time to time, these taxing authorities may review or audit the Company.

 

4

 


 

We anticipate our operations relating to the distribution of “green” products will be effected by a variety of federal, state, and local laws intended to protect the environment. While these environmental regulations will be evaluated when relating to significant capital expenditures, compliance with the environmental laws is not expected to have a material effect upon the business and operations of the Company. At this point in time, it is not possible to estimate the costs needed to comply with environmental laws pertaining to tankless water heaters.

 

Research and Development

 

We anticipate contracting with outside firms to provide the necessary research and development for our new line of business in energy efficient products. We anticipate that the companies in which we act as a distributor of their products may cause us to incur necessary research and development expenses to bring those products to the market.

 

Personnel

 

We currently employ 2 full-time employees, James A. Cole and Fred Huggins. During the second quarter of 2007, we entered into employment agreements with our 2 full-time employees, who serve as the Chief Executive Officer and Vice President of Sales and Marketing. These employees are engaged in management, marketing and sales, and administrative services. Currently, there are no organized labor agreements or union agreements between us and our employees. We believe that our relations with our employees are good.

 

As we continue under our proposed line of business, we may need to hire additional employees. In the interim, we intend to use the services of independent consultants and contractors to perform various professional services when appropriate. We believe the use of third-party service providers may enhance our ability to control general and administrative expenses and operate efficiently.

 

ITEM 1A.

RISK FACTORS

 

Risks Relating to an Investment in Noble

 

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

 

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

 

5

 


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

 

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

 

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

 

We believe that current cash on hand and the other sources of liquidity will not be sufficient enough to fund our anticipated expansion of operations through fiscal 2008. We anticipate that we will require up to approximately $3,000,000 to fund our anticipated expansion of operations in energy efficient “green” products over the next twelve months. Additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy.

 

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

 

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

 

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

 

We anticipate that our “green” products will be sold to new residential and commercial construction so our operations could be adversely affected by a decline in residential and commercial construction.

 

We anticipate that our products and specifically that of the tankless water heater will be marketed and sold to new residential and commercial construction. The strength of residential and commercial construction depends on new housing starts and business investment, which are a function of many factors beyond our control, including interest rates, employment levels, availability of credit and consumer confidence. Downturns in these markets could result in lower revenues and

 

6

 


lower profitability. New housing starts declined in 2006 and 2007 and the pace may continue at lower levels than previously expected or decline further.

 

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

 

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

 

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

 

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

 

Risks Relating To Our Common Stock

 

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

 

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

 

 

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

 

Disclose certain price information about the stock;

 

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

 

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

 

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

 

7

 


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

 

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

 

Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dea! lers to sell our securities and the ability of stockholders to sell their securities in the secondary market. We have not been late in any of our SEC reports through December 31, 2007.

 

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

 

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

 

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Noble Innovations; (ii) provide reasonable assurance that transactions are recorded as necessary to permi! t

 

8

 


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

 

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

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2.

PROPERTIES

 

Our corporate office is located in Phoenix, Arizona, where we are allowed to utilize space from DataHand Systems, Inc., which is another entity controlled by our CEO, James Cole. There is no formal lease and we are allowed to utilize the space at no cost at this point in time.

 

ITEM 3.

LEGAL PROCEEDINGS

 

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

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

We did not submit any matters to a vote of our security holders during the fiscal year ended December 31, 2007.

 

PART II

 

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

 

(a) Market Information

 

Our Common Stock was approved for trading on the Financial Industry Regulatory Authority (“FINRA”) Automated Quotation Bulletin Board System on January 10, 2007, under the symbol

 

9

 


“XSIV.OB”. Upon the company’s name being changed from XSInventory to Noble Innovations in May 2007, the symbol was changed to “NBIV.OB”. Our common stock has traded infrequently on the OTC.BB, which limits our ability to locate accurate high and low bid prices for each quarter within the last two fiscal years. Therefore, the following table lists the quotations for the high and low bid prices as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board since we began trading on January 10, 2007 through December 31, 2007. The quotations from the OTC Bulletin Board reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not be represent actual transactions.

 

 

December 31, 2007

 

High

Low

1st Quarter*

$4.92

$0.00

2nd Quarter

$5.10

$1.20

3rd Quarter

$5.45

$2.05

4th Quarter

$5.75

$1.25

 

* Trading did not begin until January 10, 2007 and therefore the first quarter shown above is from the period of January 10, 2007 through March 31, 2007.

 

(b) Holders of Common Stock

 

As of April 7, 2008, we had approximately 30 stockholders of record of the 5,910,000 shares outstanding. The closing bid stock price on April 7, 2008 was $1.66.

 

(c) Dividends

 

We did declare a stock dividend of 4 shares of common stock for each share of common stock issued and outstanding as of January 22, 2007. However, in the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be at the sole discretion of the Board of Directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.

 

(d) Securities Authorized for Issuance under Equity Compensation Plans

 

 

We currently do not maintain any equity compensation plans.

 

Recent Sales of Unregistered Securities

 

 

There were no new issuances of stock during the quarter ended December 31, 2007.

 

Subsequent Issuances

 

On January 31, 2008, we granted 600,000 shares to our chief executive officer, James Cole, as a bonus for services performed. The shares were issued on February 11, 2008.

 

10

 


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

 

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

 

We believe the issuance of the shares is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to our files and records of that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in the Company’s financial and business matters that they were capable of evaluating the merits and risks of their investment.

 

Issuer Purchases of Equity Securities

 

 

We did not repurchase any of our securities during the year ended December 31, 2007.

 

ITEM 6.

SELECTED FINANCIAL DATA

 

 

Not applicable.

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

OVERVIEW OF CURRENT OPERATIONS

 

We were incorporated in the State of Nevada in September of 2002 as XSInventory. In February 2003, we formed Creative Excess, Inc., as a wholly owned subsidiary, to become an online liquidator of products through eBay. During the second quarter of 2007, we determined it in the best interest of our stockholders to elect a new board and hire new management to assist us in establishing new methods of generating revenues. As a result of this decision, on May 16, 2007, we obtained majority consent of our stockholders and changed our name from XSInventory to Noble Innovations, Inc. in anticipation of changing our business plan.

 

In connection with the name change and the intention to pursue a new line of business, on May 16, 2007, we appointed James A. Cole to serve as our new Chief Executive Officer of the Company as well a member of the board of directors. On May 21, 2007, we entered into an employment agreement with Mr. L. Fred Huggins to serve as our Vice President of Sales and Marketing. Our new management intends to pursue energy efficient technology that is classified as “green” in nature.

 

CURRENT OPERATIONS

 

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Since transitioning our business focus to providing and distributing “green” products, the Company has focused on pursuing various energy efficient technologies and has begun associating ourselves with various associations and societies that emphasize innovative, energy efficient and environmentally sensitive products in the building community.

 

During the fourth quarter of 2007, we showcased our first “green” product of the Viridian Truly Tankless water heater to the building community at the 2007 Excellence in Building Conference & Expo in St. Paul, Minnesota. The tankless water heaters can be used for whole-house applications. Additionally, we had an exhibit showcasing the tankless water heaters to the building community at the 2008 International Builders’ Show in Orlando, Florida. In addition to showing the tankless water heater we had our first sale of products in October 2007, although shipment of the water heaters has not taken place as of the date of this filing.

 

Results of Operations for the year ended December 31, 2007

 

As previously mentioned above, we changed our previous business focus to pursue a new line of energy efficient products during the second quarter of 2007. However, we have only recently commenced operations of this business plan and are still in the early stage of development. Therefore, we have not experienced any revenues or cost of goods related to this change in business operations.

 

EXPENSES:

 

The following table summarizes selected items from the statement of operations for the years ended December 31, 2007 compared to December 31, 2006.

 

 

The Year Ended December 31,

 

Increase / (Decrease)

 

2007

2006

$

%

General and Administrative expenses

$116,969

$5,184

 $111,785

2,156%

 

 

 

 

 

Professional fees

222,917

36,260

186,657

515%

 

 

 

 

 

Promotional and marketing

83,101

-

83,101

100%

 

 

 

 

 

Salaries and wages (total)

323,588

24,150

299,438

1,240%

 

 

 

 

 

Net operating (loss)

$(746,575)

$(66,594)

$680,981

1,023%

 

General and Administrative expenses:

 

General and administrative expenses were $116,969 for the year ended December 31, 2007 versus $5,184 for the year ended December 31, 2006, which resulted in an increase of $111,785. The primary increase during the year ended December 31, 2007 was due to the Company’s expansion in the energy efficient industry whereby most of the general and administrative expenses

 

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occurred during the second half of 2007. Previously in 2006, we operated our business of acquiring excess inventory and resold the inventory through various internet channels of distribution, which ultimately did not incur much general and administrative expense. However, as we enter into our new line of business we expect to incur higher general and administrative expenses.

 

Professional fees:

 

During the year ended December 31, 2007, we experienced $222,917 in professional fees as compared to $36,260 for the year ended December 31, 2006. This amounted to $186,657 increase from the 2006 year to the 2007 year. Once again a significant portion of the increase relates to our new line of business but during the year ended December 31, 2006, we did incur some professional fees related to our public offering.

 

Salaries and wages:

 

Total salaries and wages expenses, which include those associated with our newly appointed officers, were $323,588 for the year ended December 31, 2007 versus $24,150 for the year ended December 31, 2006. This resulted in an increase of $299,438, over the same period in 2006. Prior to changing our business focus, we did not experience high salaries and wages expenses as a result of our former officer not being paid a salary. However, during the second quarter of 2007, we executed two employment agreements with our newly appointed officers and have experienced expenses associated with these agreements.

 

Net Operating (Loss):

 

The net loss for the year ended December 31, 2007 was $746,572, versus a net loss of $65,594 for the year ended December 31, 2006, which was an increase in net loss of $680,981. Our total expenses increased as a result of our new business pursuit during the second half of 2007. During the year ended December 31, 2007, we experienced higher promotional and marketing expenses that we had not previously experienced during the 2006 year. These additional expenses as well as the ones discussed above attribute to the higher net operating loss. As we continue in our new pursuit of business, we anticipate we will continue to incur increases in our expenses than previously experienced.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The following table summarizes total current assets, liabilities and working capital at December 31, 2007 compared to December 31, 2006.

 

 

 

December 31, 2007

 

December 31, 2006

 

Increase / (Decrease)

$

%

 

 

 

 

 

Current Assets

$42,583

$70,557

$(27,974)

(40%)

 

 

 

 

 

Current Liabilities

$668,071

$2,421

$665,650

27,494%

 

 

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Working Capital (Deficit)

$(625,488)

$68,136

$(693,624)

(1,018%)

                

Cash used in our operating activities totaled $197,319, representing our decrease in cash balances at December 31, 2007. Since inception, we have financed our cash flow requirements through the issuance of common stock and product sales, which resulted in our receipt of $237,157. As of December 31, 2007, we only had $6,165 in cash which is not enough to sustain operations. As we expand our activities in a new business plan, we may continue to experience net negative cash flows from operations.

 

We anticipate we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. To address these risks, we must, among other things, develop products in our new line of business, eventually obtain a customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operatio! ns.

 

Operation Plan

 

Satisfaction of our cash obligations for the next 12 months.

 

We have capitalized our company with loans from officers, of which $169,527 was received from our current President, James Cole. The money received has been used for operational expenses. We have executed a non-interest bearing note for this amount which is due on demand. In addition, we had received additional capitalization through the sale of our common stock registered under an SB-2 registration in the amount of $98,000. We utilized those funds for our corporate organization, payment of audit fees, inventory purchases, general and administrative expenses, and payment of employee salaries.

 

As of December 31, 2007, we had available cash of $6,165, which will not be enough to pursue our new line of business. With the intention to pursue a new line of business, during the next twelve months we plan to seek financing opportunities to enhance our growth plan in energy efficient technology. We plan to seek additional funding for operations through equity and /or debt or other means that may become available to us. If we are not able to receive any additional funds, we cannot continue our proposed business operations.

 

Summary of any product research and development that we will perform for the term of the plan.

 

We anticipate contracting with outside engineering firms to provide the necessary research and development for our new line of business in energy efficient products. However, at this point in time, we are unable to estimate how much those costs may be.

 

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Expected purchase or sale of plant and significant equipment.

 

As we engage in our proposed line of business of energy efficient products that are green in nature, we will need to purchase and install assembly fixtures and equipment over the next twelve months. We anticipate we will need benches, fixtures, hand tools, and other material handling equipment; however, the exact amount is unknown at this point in time.

 

Significant changes in number of employees.

 

During the second quarter of 2007, we entered into an employment agreement with our new Chief Executive Officer, James A. Cole. The agreement is for a three year term and we agreed to pay Mr. Cole a base salary of $180,000 for the first year, $198,000 for the second year, and $218,000 for the third year of employment. Also, during the second quarter, we executed an employment agreement with L. Fred Huggins, to serve as our Vice President of Sales and Marketing. Mr. Huggins agreed to serve in this position for two years and we agreed to compensate him a base salary of $150,000 per year.

 

As of December 31, 2007, our only full-time employees were Mr. Cole and Mr. Huggins. As we continue under our proposed line of business, we may need to hire additional employees. In the interim, we intend to use the services of independent consultants and contractors to perform various professional services when appropriate. We believe the use of third-party service providers may enhance our ability to contain general and administrative expenses.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, and incurring substantial costs and expenses. As a result, the Company incurred accumulated net losses from September 27, 2002, (inception) through the year ended December 31, 2007 of $922,095, had a working capital deficiency of $625,488 at December 31, 2007, and have realized a net deficit from cash used for operating activities of $370,419 from September 27, 2002, (inception) through the year ended December 31! , 2007. In addition, the Company’s development activities since inception have been financially sustained through equity financing.

 

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

 

 

15

 


 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

Stock-Based Compensation

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company adopted SFAS No. 123 (R) during the fourth quarter of 2005. Stock and stock options issued for services and compensation totaled $108,750 and $-0- for the years ended December 31, 2007 and 2006, respectively.

 

Recent Accounting Pronouncements

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 allows the company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

 

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

 

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”. SFAS 141 (Revised) establishes principals and requirements for how an acquirer of a business recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning

 

16

 


after December 15, 2008. The adoption of SFAS 141 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-15 of this Form 10-K.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no disagreements with our independent auditors on accounting or financial disclosures.

 

ITEM 9A(T).

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and Principal Financial Officer, Mr. James Cole, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based on the evaluation, Mr. Cole concluded that our disclosure controls and procedures are not effective, for the reasons discussed below, in timely alerting him to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the financial statements in accordance with generally accepted accounting principles.

 

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

 

17

 


Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of a change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In connection with the preparation of our annual financial statement, our management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007, based on the criteria set forth in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon the evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2007. Our principal executive officer and principal financial officer concluded that we have material weaknesses in our internal control over financial reporting because we do not have an independent board of directors or audit committee or adequate segregation of duties. All of our financial reporting is carried out by our financial consultant. We do not ha! ve an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company. We plan to rectify these weaknesses by implementing an independent board of directors and hiring of additional accounting personnel once we have additional resources to do so.

 

The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosures, nor does management believe that it had any effect on the accuracy of our financial statements for the current reporting period. Recently, we did file an amended annual filing for the year ended December 31, 2006 and two quarterly filings for the quarters ended March 31, 2007 and June 30, 2006. These amended filings included clarifications in response to a SEC Comment letter sent on or around September 6, 2007.

 

This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s independent registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

 

Changes in Internal Control Over Financial Reporting

 

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

 

ITEM 9B.

OTHER INFORMATION

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers.

 

(b) Resignation of an Officer

 

18

 


On January 31, 2008, Mr. Cole resigned from his position as the Company’s secretary. Mr. Cole still remains in all his other positions for the Company.

(c) Appointment of New Officer

 

On January 31, 2008, the Company appointed Lynn Anderson to serve as the Secretary of the Company. Ms. Anderson’s resume and business background is described in more detail below under Item 10.

 

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The members of the Board of Directors of the Company will serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. Information as to the directors and executive officers of the Company is as follows:

 

NAME

AGE

POSITION

Michael J. Evangelista

35

Former President, Secretary / Treasurer and Director (1)

James Cole

62

Current Chief Executive Officer, Treasurer and Director (2)

L. Fred Huggins

58

Vice President of Sales and Marketing (3)

Lynn Anderson

43

Secretary (4)

 

(1)

Mr. Evangelista resigned from all his positions for the Company on May 16, 2007 and entered into a termination and retirement agreement which was previously disclosed on Form 8-K, dated May 23, 2007.

 

(2)

Upon Mr. Evangelista’s resignation, Mr. Cole was appointed as the Company’s CEO, Secretary / Treasurer and Director.

 

(3)

Mr. L. Fred Huggins was appointed as Vice President of Sales and Marketing on May 21, 2007.

 

(4)

Ms. Lynn Anderson was appointed as the Company’s Secretary on January 31, 2008.

 

Duties, Responsibilities and Experience

 

James Cole was appointed as the Company’s President, Chief Executive Officer, Secretary, and Treasurer on May 16, 2007. Currently, Mr. Cole serves as the Company’s President, Chief Executive Officer and Treasurer. Additionally, Mr. Cole is a director and acting Chairman of the Company’s Board of Directors. Mr. Cole has twenty years of experience in raising capital in the public and private sectors as well as seventeen years experience in growing private companies into successful public entities. Since 1996, Mr. Cole has served as the Chief Executive Officer of Datahand Systems, Inc., which develops, manufactures, and markets ergonomic alternative to computer keyboards. Additionally, Mr. Cole was the founder of Hidden Oaks Ventures in 1999, which provides investment and management services to various companies such as Tri-Steel Structures and Applebee’s International, Inc. Prior to his involvement with those entities, Mr. Cole served as senior operations executive and chief financial officer for a publicly traded printing equipment manufacturer. Mr. Cole received his Bachelors of Science and Arts in Accounting and Finance from Indiana University and has a Masters Degree in International Finance from the

 

19

 


University of Chicago as well as a Master of Business Administration (MBA) from Emporia State University.  

 

L. Fred Huggins was appointed as the Company’s Vice President of Sales and Marketing on May 21, 2007. Prior to joining the Company, Mr. Huggins was the Executive Vice President of Universal Metal Industries, Inc. and the President of Artech USA, LLC. Mr. Huggins had served in those positions since January 2002 and led all aspects of sales, marketing, and administration for the range hood manufacturing company as well as launching the new brand and company of Artech. Since 1979, Mr. Huggins has held various positions and titles for the Whirlpool Corporation handling various aspects of sales and marketing, the most recent being the Purchase Experience and Product Launch Project Manager for Whirlpool Corporation from April 1996 through December 2001. During that time there, Mr. Huggins was the project lead for delivering nationwide experient! ial new product launches, which included developing launch strategy, budgets, scheduling, executing and follow up of the launch. Additionally, Mr. Huggins managed Whirlpool’s sales training efforts for all booth workers and contract channel training strategy. Mr. Huggins also worked as a Division and Sales Manager of Retail Channel, a Manager of Retail Marketing Education and Builder Marketing Education, a Field Sales Manager, and an Account Manager for the Whirlpool Corporation. Mr. Huggins received a Bachelor of Science in Business Administration from Florida State University and performed Graduate Studies at the University of South Florida.

 

Lynn Anderson was appointed as the Company’s Secretary on January 31, 2008. Since 2005, Ms. Anderson has served as the President of DataHand Systems, Inc., which develops, manufactures, and markets ergonomic alternative to computer keyboards. Ms. Anderson has also served as DataHand’s secretary since 1996. Prior to becoming DataHand’s secretary, Ms. Anderson was an executive assistant to DataHand’s CEO. From 1988 to 1996, Ms. Anderson was the Assistant Executive Manager of Lion’s Club at the Phoenix, Arizona chapter. From 1983 to 1988, she was a staff account for a certified public accountant. Ms. Anderson has attended Arizona State University pursuing a degree in Business Administration.

 

Election of Directors and Officers.

 

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

 

Involvement in Certain Legal Proceedings

 

No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

 

20

 


No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

 

No current Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.

 

Audit Committee and Financial Expert

 

We do not have an Audit Committee. Our directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors’ independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of December 31, 2007, they were all current in their filings.

 

Code of Ethics

 

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

 

 

(1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

(2)

Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;

 

(3)

Compliance with applicable governmental laws, rules and regulations;

 

(4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

 

(5)

Accountability for adherence to the code.

 

We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

21

 


Our decision to not adopt such a code of ethics is a result of having only two officers and one director operating as the management for the Company. We believe that the limited interaction which occurs having such a small management structure for the Company eliminates the current need for such a code, in that violations of such a code would be reported to the party generating the violation.

 

Corporate Governance

 

Nominating Committee

 

We do not have a Nominating Committee or Nominating Committee Charter. Our Board of Directors performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are an initial-stages operating company with limited operations and resources.

 

Director Nomination Procedures

 

Generally, nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:

 

 

1.

whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company;

 

2.

whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;

 

3.

whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member; and

 

4.

whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service.

 

The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2007, the Company received no recommendation for Directors from its stockholders.

 

The Company will consider for inclusion in its nominations of new Board of Directors nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of

 

22

 


the Company for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for the Company’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to the Company’s Secretary at the following address: 3044 North 33rd Avenue, Phoenix, Arizona 85017.

 

ITEM 11.

EXECUTIVE COMPENSATION

 

Overview of Compensation Program

 

The Board of Directors’ has responsibility for establishing, implementing and continually monitoring adherence with Noble's compensation philosophy. The Board ensures that the total compensation paid to the Executives is fair, reasonable and competitive. We do not currently have a Compensation Committee.

 

Compensation Philosophy and Objectives

 

The Board believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by Noble, and which aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of Noble and only having two executive officers, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends on establishing a Compensation Committee to evaluate both performance and compensation to ensure that Noble maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives! of our peer companies. The Board believes executive compensation packages provided by Noble to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

 

Role of Executive Officers in Compensation Decisions

 

The Board makes all compensation decisions for the Executives and approves recommendation regarding equity awards to all elected officers of Noble. Decisions regarding the non-equity compensation of other executive officers are made by the Board.

 

Compensation Committee

 

We currently do not have a compensation committee of the board of directors. Until a formal committee is established our board of directors will review all forms of compensation provided to our executive officers, directors, consultants and employees, including stock compensation.

 

Based on the foregoing objectives, the Board has structured Noble's annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by Noble and reward the executives for achieving such goals.

 

23

 


2007 Executive Compensation Components

 

For the fiscal year ended December 31, 2007, Noble entered into employment agreements with it new Chief Executive Officer and Vice President of Sales in Marketing in conjunction with the Company’s change in business operations.

 

SUMMARY COMPENSATION TABLE

 

The table below summarizes the total compensation paid or earned by our current executive officer, James A. Cole, and our vice president of sales and marketing, L. Fred Huggins, for the last fiscal year ended December 31, 2007. Additionally, we have included our previous executive officer, Michael Evangelista, for the years ended December 31, 2007 and 2006.

 

SUMMARY COMPENSATION TABLE

 

 

 

 

Name and Principal Position

(a)

 

 

 

 

 

Year

(b)

 

 

 

 

 

Salary ($)

(c)

 

 

 

 

 

Bonus ($)

(d)

 

 

 

 

Stock Awards ($)

(e)

 

 

 

 

Option Awards ($)

(f)

Non-Equity Incentive Plan Compen-sation ($)

(g)

 

 

Nonqualified Deferred Compensation Earnings ($)

(h)

 

 

 

All Other Compen-sation ($)

(i)

 

 

 

 

 

Total ($)

(j)

Michael Evangelista

 

 

 

 

 

 

 

 

 

Former CEO/President/ Director (1)

2007

2006

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

$2,500

-0-

$2,500

-0-

 

 

 

 

 

 

 

 

 

 

James A. Cole

 

 

 

 

 

 

 

 

 

CEO/President/ Director (2)

2007

$97,500

-0-

$450,000 (3)

-0-

-0-

-0-

-0-

$547,500

 

 

 

 

 

 

 

 

 

 

L. Fred Huggins

 

 

 

 

 

 

 

 

 

Vice President of Sales and Marketing (4)

2007

$49,388

-0-

$48,000 (5)

-0-

-0-

-0-

$8,587 (6)

$105,975

 

(1)

Mr. Evangelista resigned from all his positions for the Company on May 16, 2007 and entered into a termination and retirement agreement which was previously disclosed on Form 8-K, dated May 23, 2007.

 

(2)

Upon Mr. Evangelista’s resignation, Mr. Cole was appointed as the Company’s CEO, Secretary / Treasurer and Director. Mr. Cole executed a three year employment agreement. For the year ended December 31, 2007, the Company accrued an expense of $97,500 as compensation for Mr. Cole pursuant to his agreement. As of the date of this filing, the Company has not paid the accrued compensation to Mr. Cole

 

(3)

Amount represents the estimated total fair market value of stock granted to Mr. Cole pursuant to SFAS 123R, as discussed in Note 7 to our audited financial statements for the year ended December 31, 2007.

 

(4)

Mr. L. Fred Huggins was appointed as Vice President of Sales and Marketing on May 21, 2007. Mr. Huggins executed a two year employment agreement. For the year ended December 31, 2007, the Company accrued an

 

24

 


expense of $49,388 as compensation for Mr. Huggins pursuant to his agreement. As of the date of this filing, the Company has not paid the accrued compensation to Mr. Huggins.

 

(5)

Amount represents the estimated total fair market value of stock granted to Mr. Huggins pursuant to SFAS 123R, as discussed in Note 7 to our audited financial statements for the year ended December 31, 2007.

 

(6)

Pursuant to Mr. Huggins employment agreement, he was to receive $600 a month for an auto allowance and approximately an additional $626 a month for health insurance. These expenses were accrued for the year ended December 31, 2007 but have not been paid to Mr. Huggins as of the date of this filing.

 

Employment Agreements

 

James A. Cole

 

On May 16, 2007, Noble entered into an employment agreement (“Employment Agreement”) with James Cole, to serve as its President. The Employment Agreement is for three years commencing on May 16, 2007 and expiring on May 17, 2010. Mr. Cole is entitled to the following compensation pursuant to the Employment Agreement.

 

 

Noble has agreed to pay Mr. Cole a base salary of $180,000 for his first year of employment; $198,000 for his second year of employment; and $218,000 for his third year of employment.

 

As a one time bonus, Mr. Cole received 100,000 shares of Noble’s common stock.

 

In addition to the basic salary, Noble agreed to give Mr. Cole a stock bonus of 100,000 shares of its common stock upon Noble beginning its first production run of products. Mr. Cole is entitled to an additional 100,000 shares of Noble’s common stock upon Noble achieving its first $1 million of sales. Finally, Mr. Cole will receive another 100,000 shares of Noble’s common stock as a bonus upon Noble achieving $5 million in sales.

 

Mr. Cole is entitled to two cash bonuses of $50,000 each upon completion of Noble’s product and upon the first legitimate sale and shipment of its product to its first customer.

 

Noble may terminate the agreement at any time, if termination, is for “cause” as defined in the Employment Agreement.

 

Mr. Cole may terminate the agreement by giving the Registrant 30 days prior written notice.

 

L. Fred Huggins

 

On May 21, 2007, Noble entered into an employment agreement (“Employment Agreement”) with L. Fred Huggins, to serve as its Vice President of Sales and Marketing. The Employment Agreement is for two years commencing on May 21, 2007 and expiring on May 21, 2009. Mr. Huggins is entitled to the following compensation pursuant to the Employment Agreement.

 

 

Noble has agreed to pay Mr. Huggins a base salary of $150,000 per year, which will be reviewed annually in accordance with Noble’s regular practice for members of its Senior Management.

 

Mr. Huggins was granted 10,000 shares of Noble’s common stock.

 

25

 


 

An additional 10,000 shares of Noble’s common stock either through the issuance of restricted stock or options approved by the Board of Directors will be granted to Mr. Huggins each year on the anniversary of his employment. The shares or options will be vested upon the one year anniversary of the granting of the shares.

 

Noble has agreed to give Mr. Huggins incentive and/or bonus compensation, which will be determined and developed by Noble at a later date but will be based primarily on sales achieved by Noble.

 

Noble has agreed to give Mr. Huggins an automobile allowance of $600 per month. Additionally, Noble will give Mr. Huggins an allowance of $500 to $1000 per month to cover the cost of an individual health insurance program until Noble has established a life and health insurance plan.

 

Noble may terminate the agreement if Mr. Huggins breaches the employment agreement and the Registrant must provide written notification of the termination and give 60 days notice. Mr. Huggins may terminate the agreement at any time provided he notifies the Board of Directors in writing at least 60 days prior to the termination date.

 

Termination of Employment

 

We entered into employment agreements with Mr. James Cole, our chief executive officer. Pursuant to the employment agreement with Mr. Cole, he has agreed that for a period of 2 years after the termination of the employment agreement, he will not without the prior written consent of Noble’s board of directors directly or indirectly compete with Noble’s business. In the event that Mr. Cole dies during the term of the employment agreement, Noble will pay to the estate of Mr. Cole any earned salary through the last day of the calendar month of his death.

 

Equity Awards

 

During the year ended December 31, 2007 we issued 100,000 shares of our common stock to Mr. James Cole, our chief executive officer, and issued 10,000 shares to Mr. L. Fred Huggins, our vice president of sales and marketing pursuant to their employment agreements.

 

Director Compensation

 

All directors will be reimbursed for expenses incurred in attending Board or committee, when established, meetings. From time to time, certain directors who are not employees may receive shares of our common stock. No compensation was paid to the board of directors during the fiscal year ended December 31, 2007.

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock on April 7, 2008 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on 5,910,000 shares of common stock outstanding.

 

26

 


 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after April 7, 2008 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.

 

Security Ownership of Management

 

 

 

Name of Beneficial Owner (1)

 

 

Number

of Shares

 

Percent

Beneficially

Owned (2)

James A. Cole

Chief Executive Officer, Director

 

700,000

 

12%

L. Fred Huggins

Vice President of Sales and Marketing

 

110,000

 

2%

Lynn Anderson

Secretary

 

0

 

--

All Directors & Officers as a Group

 

810,000

 

14%

 

(1)

As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to Common Stock (i.e., the power to dispose of, or to direct the disposition of, a security).

 

(2)

Rounded to the nearest whole percentage.

 

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPNDENCE

 

On May 16, 2007, Noble entered into a termination and retirement agreement with Mr. Michael Evangelista, the sole officer. Pursuant to the agreement, we agreed to pay Mr. Evangelista a one time payment of $2,500 in exchange for the return all of his outstanding shares totaling 14,965,695.

 

On May 16, 2007, Noble entered into a three year employment agreement with Mr. James Cole, to serve as its President. Pursuant to the agreement, the Company has agreed to pay Mr. Cole annual compensation of $180,000 in year one; $198,000 in year two; and $218,000 in year three. Further, Noble has issued 100,000 shares of its common stock valued at $450,000 which will be amortized over the three year term of the agreement. Additionally, Mr. Cole will have the ability to earn 300,000 shares in the event certain production and sales milestone are achieved.  As of December 31, 2007, the Company expensed $206,250 as executive compensation.

 

Through December 31, 2007, the Company received $169,527 from our President. The unsecured promissory note is non-interest bearing and due on demand. Additionally, the Company utilizes office space from a company controlled by our President free of charge.

 

Director Independence

 

27

 


 

The Board of Directors has not made the determination if any of its Directors are considered independent directors in accordance with the director independence standards of the American Stock Exchange. Additionally, as a result of having only one director who also serves as an executive officer, Mr. Cole should be considered as non-independent.

 

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

(1) AUDIT FEES

 

The aggregate fees billed for professional services rendered by Lawrence Scharfman & Co., CPA, P.C., for the audit of our annual financial statements and review of the financial statements included in our Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2007 and 2006 were $18,000 and $7,500, respectively.

 

(2) AUDIT-RELATED FEES

 

The aggregate fees billed by Lawrence Scharfman & Co., CPA, P.C. for professional services rendered for audit related fees for fiscal years 2007 and 2006 were $-0- and $-0-.

 

(3) TAX FEES

 

The aggregate fee to be billed by Lawrence Scharfman & Co., CPA, P.C. for professional services to be rendered for tax fees for fiscal years 2007 and 2006 were $-0- and $-0-, respectively.

 

(4) ALL OTHER FEES

 

There were no other fees billed by Lawrence Scharfman & Co., CPA, P.C. for the fiscal years 2007 and 2006 other than the fees described above.

 

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

 

We do not have an audit committee.

 

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

Not applicable.

 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a)

 

28

 


 

1.

The financial statements listed in the "Index to Consolidated Financial Statements" at page F-1 are filed as part of this report.

 

 

2.

Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 

 

3.

Exhibits included or incorporated herein: See index to Exhibits.

 

(b)

Exhibits

 

 

 

 

Incorporated by reference

Exhibit

number

Exhibit description

Filed

herewith

Form

Period

ending

Exhibit

Filing date

3(i)(a)

Articles of Incorporation of XSInventory

 

SB-2

 

3(i)(a)

8/27/04

3(i)(b)

Articles of Incorporation of Creative Excess

 

SB-2

 

3(i)(b)

8/27/04

3(ii)(a)

Bylaws of the XSInventory

 

SB-2

 

3(ii)(a)

8/27/04

3(ii)(b)

Bylaws of Creative Excess

 

SB-2

 

3(ii)(b)

8/27/04

4

Stock Certificate Specimen

 

SB-2

 

4(c)

8/27/04

10.1

Restated Lock Up Agreement

 

SB-2

 

10.1

8/27/04

10.2

Office Lease

 

SB-2

 

10.2

8/27/04

10.3

Renewal Addendum to Office Lease 2005

 

SB-2

 

10.3

8/27/04

10.4

User Agreement

 

SB-2

 

10.4

8/27/04

10.5

Agent for the Issuer Letter Agreement

 

SB-2

 

10.5

8/27/04

10.6

Subscription Agreement

 

SB-2

 

10.6

8/27/04

10.7

Termination and Retirement Agreement with Michael Evangelista

 

8-K

 

10.7

5/23/07

10.8

Employment Agreement with James Cole

 

8-K

 

10.8

5/23/07

10.9

Employment Agreement with Fred Huggins

 

8-K

 

10.9

6/27/07

31

Certification pursuant to Section 302 of the Sarbanes-Oxley Act

X

 

 

 

 

32

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

X

 

 

 

 

99.1

Press Release Announcing National Launch of Viridian Product Line at International Builders’ Show in Orlando, Florida

X

 

 

 

 

99.2

Press Release Announcing Launch of www.ViridianTankless.com

X

 

 

 

 

 

29

 


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NOBLE INNOVATIONS, INC.

 

By: /s/ James A. Cole

 

James A. Cole, President

 

Date: April 14, 2008

 

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.

 

/s/ James A. Cole

President, CEO, Treasurer

April 14, 2008

James A. Cole

Principal Accounting Officer

 

Director

 

 

30

 


Noble Innovations, Inc.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

YEARS ENDED DECEMBER 31, 2007 AND 2006

 

PAGES

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-1

 

CONSOLIDATED BALANCE SHEET

F-2

 

CONSOLIDATED STATEMENT OF OPERATIONS

F-4

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

F-5

 

CONSOLIDATED STATEMENT OF CASH FLOWS

F-8

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-9

 

 

31

 


Lawrence Scharfman & Co., CPA P.C.

Certified Public Accountants

 

18 E. SUNRISE HIGHWAY, #203

9608 HONEY BELL CIRCLE

FREEPORT, NY 11520

BOYNTON BEACH, FL 33437

TELEPHONE: (516) 771-5900

TELEPHONE: (561) 733-0296

FACSIMILE: (516) 771-2598

FACSIMILE: (561) 740-0613

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

I have audited the accompanying condensed consolidated balance sheets of Noble Innovations, Inc. as of December 31, 2007 and 2006 and the related condensed consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

 

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My 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, I express no such opinion. My audits of the financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing! the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

 

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Noble Innovations, Inc. as of December 31, 2007 and 2006, and the results of its operations, stockholders’ equity, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that Noble Innovations, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Noble Innovations, Inc. suffered recurring losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Lawrence Scharfman

Lawrence Scharfman, CPA

Boynton Beach Florida

April 11, 2008

 

 

F-1

 


Noble Innovations, Inc.

(formerly XS Inventory, Inc.)

(a Development Stage Company)

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

 

 

 

 

2007

 

2006

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

6,165

 

$

70,557

 

Inventory

 

36,418

 

 

-

 

 

Total current assets

 

42,583

 

 

70,557

 

 

 

 

 

 

 

 

 

 

Equipment, net

 

34,100

 

 

-

 

 

 

 

 

 

 

 

 

 

Other Assets

 

9,200

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

95,883

 

$

70,557

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' equity (deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

$

314,775

 

$

2,421

 

Accrued expenses

 

18,453

 

 

-

 

Accrued salaries, Other

 

49,388

 

 

-

 

Accrued salaries, Officer

 

97,500

 

 

-

 

Note payable, related party

 

169,527

 

 

-

 

Deferred Income

 

18,428

 

 

-

 

 

Total current liabilities

 

668,071

 

 

2,421

 

 

 

 

 

 

 

 

 

 

Stockholders' (deficit):

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding

 

-

 

 

-

 

Common stock, $0.001 par value, 100,000,000 shares authorized 5,010,000 and 19,365,695

 

 

 

 

 

 

 

F-2

 


 

 

 

shares issued and outstanding, respectively

5,010

 

 

19,366

 

Additional paid-in capital

 

734,147

 

 

219,291

 

Unamortized share-based compensation

 

(389,250)

 

 

-

 

Subscriptions payable

 

-

 

 

5,000

 

(Deficit) accumulated during development stage

 

(922,095)

 

 

(175,521)

 

 

 

 

 

 

(572,188)

 

 

68,136

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

$

95,883

 

$

70,557

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

 

 

F-3

 


 

Noble Innovations, Inc.

(formerly XS Inventory, Inc.)

(a Development Stage Company)

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended

 

September 27, 2002

 

 

 

 

 

 

December 31,

 

(Inception) to

 

 

 

 

 

 

2007

 

2006

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

$

-

 

$

55,069

Cost of goods sold

 

 

-

 

 

-

 

 

51,201

 

 

 

 

 

 

 

-

 

 

-

 

 

3,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

116,969

 

 

5,184

 

 

135,708

 

Professional fees

 

 

222,917

 

 

36,260

 

 

276,177

 

Promotional and marketing

 

 

83,101

 

 

-

 

 

83,101

 

Salaries and wages, Other

 

 

117,338

 

 

24,150

 

 

224,730

 

Salaries and wages, Officers

 

 

206,250

 

 

-

 

 

206,250

 

 

Total expenses

 

 

746,575

 

 

65,594

 

 

925,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating (loss)

 

 

(746,575)

 

 

(65,594)

 

 

(922,098)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

3

 

 

-

 

 

3

 

 

Total other income (expense)

 

 

3

 

 

-

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(746,572)

 

$

(65,594)

 

$

(922,095)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares

 

 

 

 

 

 

 

 

 

 

outstanding - basic and fully diluted

 

 

10,489,339

 

 

14,684,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share - basic & fully diluted

 

$

(0.071)

 

$

(0.004)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

F-4

 


 

Noble Innovations, Inc.

(formerly XS Inventory, Inc.)

(a Development Stage Company)

Statement of Changes in Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Common Stock

 

Additional

 

Unamortized

 

 

 

During

 

Total

 

 

 

 

 

 

 

 

 

 

 

Paid-in

 

Share-Based

 

Subscriptions

 

Development

 

Stockholders'

 

 

 

 

 

 

Shares

 

Amount

 

Capital

 

Compensation

 

Payable

 

Stage

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

$

-

 

$

-

 

$

 

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(325)

 

 

(325)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2002

 

-

 

 

-

 

 

-

 

 

 

 

 

-

 

 

(325)

 

 

(325)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Founders shares issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for cash

 

4,050,000

 

 

4,050

 

 

25,950

 

 

 

 

 

 

 

 

 

 

 

30,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,604)

 

 

(27,604)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2003

 

4,050,000

 

 

4,050

 

 

25,950

 

 

 

 

 

-

 

 

(27,929)

 

 

2,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Founders shares issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for cash

 

6,050,000

 

 

6,050

 

 

54,450

 

 

 

 

 

 

 

 

 

 

 

60,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-5

 


 

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(44,000)

 

 

(44,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2004

 

10,100,000

 

 

10,100

 

 

80,400

 

 

 

 

 

-

 

 

(71,929)

 

 

18,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Founders shares issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for cash

 

1,795,960

 

 

1,796

 

 

16,164

 

 

 

 

 

 

 

 

 

 

 

17,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(38,000)

 

 

(38,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2005

 

11,895,960

 

 

11,896

 

 

96,564

 

 

 

 

 

-

 

 

(109,929)

 

 

(1,469)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Founders shares issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for cash

 

2,569,735

 

 

2,570

 

 

23,127

 

 

 

 

 

5,000

 

 

 

 

 

30,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donated capital

 

 

 

 

 

 

 

6,500

 

 

 

 

 

 

 

 

 

 

 

6,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

from private placement

 

4,900,000

 

 

4,900

 

 

93,100

 

 

 

 

 

 

 

 

 

 

 

98,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65,594)

 

 

(65,594)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2006

 

19,365,695

 

 

19,366

 

 

219,291

 

 

 

 

 

5,000

 

 

(175,523)

 

 

68,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-6

 


 

 

Shares issued for previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

received funds

 

500,000

 

 

500

 

 

4,500

 

 

 

 

 

(5,000)

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

services provided

 

110,000

 

 

110

 

 

497,890

 

 

(389,250)

 

 

 

 

 

 

 

 

108,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares purchased and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cancelled

 

(14,965,695)

 

 

(14,966)

 

 

12,466

 

 

 

 

 

 

 

 

 

 

 

(2,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(746,572)

 

 

(746,572)

Balance, December 31, 2007

 

5,010,000

 

$

5,010

 

$

734,147

 

$

(389,250)

 

$

-

 

$

(922,095)

 

$

(572,188)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

F-7

 


 

Noble Innovations, Inc.

(formerly XS Inventory, Inc.)

(a Development Stage Company)

Condensed Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended

 

September 27, 2002

 

 

 

 

 

 

December 31,

 

(Inception) to

 

 

 

 

 

 

2007

 

2006

 

December 31, 2007

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(746,572)

 

$

(65,594)

 

$

(922,095)

Adjustments to reconcile net (loss) to

 

 

 

 

 

 

 

 

 

 

net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

108,750

 

 

-

 

 

108,750

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

 

 

 

 

Inventory

 

 

(36,418)

 

 

402

 

 

(36,418)

 

 

Other assets

 

 

(19,200)

 

 

-

 

 

(19,200)

 

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

312,352

 

 

58

 

 

314,775

 

 

Accrued expenses

 

 

165,341

 

 

-

 

 

165,341

 

 

Deferred income

 

 

18,428

 

 

-

 

 

18,428

Net cash used in operating activities

 

 

(197,319)

 

 

(65,134)

 

 

(370,419)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(34,100)

 

 

-

 

 

(34,100)

Net cash used in investing

 

 

(34,100)

 

 

-

 

 

(34,100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from demand notes - related party

 

 

169,527

 

 

-

 

 

169,527

 

Sale of common stock

 

 

-

 

 

128,698

 

 

237,157

 

Repurchase of common stock

 

 

(2,500)

 

 

-

 

 

(2,500)

 

Donated capital

 

 

-

 

 

6,500

 

 

6,500

Net cash provided by financing activities

 

 

167,027

 

 

135,198

 

 

410,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(64,392)

 

 

70,064

 

 

6,165

 

Cash - beginning

 

 

70,557

 

 

493

 

 

-

 

Cash - ending

 

$

6,165

 

$

70,557

 

$

6,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

-

 

$

-

 

$

-

 

Income taxes paid

 

$

-

 

$

-

 

$

-

 

Stock issued for services provided

 

$

108,750

 

$

-

 

$

108,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

F-8

 


Nobel Innovations, Inc.

(formerly XSInventory)

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

 

Note 1 – Nature of business and significant accounting policies

 

Nature of business

We were incorporated in the State of Nevada in September of 2002 as XSInventory. In February 2003, we formed Creative Excess, Inc., as a wholly owned subsidiary, to become an online liquidator of products through eBay. During the second quarter of 2007, we determined it in the best interest of our stockholders to elect a new board member and hire new management to assist us in establishing new methods of generating revenues. On May 16, 2007, we obtained majority consent of our stockholders and changed our name from XSInventory to Noble Innovations, Inc. (“Noble”) in anticipation of changing our business plan.

 

In connection with the name change and the intention to pursue a new line of business, on May 16, 2007, we appointed James A. Cole to serve as our new Chief Executive Officer of the Company as well a member of the board of directors. On May 21, 2007, we entered into an employment agreement with Mr. L. Fred Huggins to serve as our Vice President of Sales and Marketing. As a result of these executive changes, our new management intends to pursue energy efficient technology that is classified as “green” in nature.

 

Basis of presentation

The condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.

 

As of December 31, 2007, the Company is considered to be in the development stage as substantially all efforts are being directed towards the research and related development of energy efficient “green” technology and the Company has not generated revenues from these principal business activities.

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Creative Excess, Inc. ("Creative"). All significant inter-company accounts and transactions have been eliminated.

 

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

 

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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Income taxes

 

F-9

 


Nobel Innovations, Inc.

(formerly XSInventory)

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

 

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

 

Fair value of Financial Instruments

Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.

 

Fixed assets

Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

 

 

Marketing equipment

7 years

 

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

 

Advertising Costs

The Company expenses the cost of advertising as incurred. Advertising expense was $44,365 and $-0- for the years ended December 31, 2007 and 2006, respectively.

 

Basic and diluted loss per share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For 2007 and 2006, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

 

Stock-based compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income

 

F-10

 


Nobel Innovations, Inc.

(formerly XSInventory)

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

 

statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company adopted SFAS No. 123 (R) during the fourth quarter of 2005. Stock and stock options issued for services and compensation totaled $108,750 and $-0- for the years ended December 31, 2007 and 2006, respectively.

 

Recently Issued Accounting Pronouncement

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 allows the company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

 

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

 

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”. SFAS 141 (Revised) establishes principals and requirements for how an acquirer of a business recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. The adoption of SFAS 141 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

 

Note 2 – Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, and incurring substantial costs and expenses. As a result, the Company incurred accumulated net losses from September 27, 2002, (inception) through the year ended December 31, 2007 of $922,095, had a working capital deficiency of $625,488 at December 31, 2007, and have realized a net deficit from cash used for operating activities of $370,419 from September 27, 2002, (inception) through the year ended December 31, 2007. In addition! , the Company’s development activities since inception have been financially sustained through equity financing.

 

F-11

 


Nobel Innovations, Inc.

(formerly XSInventory)

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

 

 

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

 

Note 3 – Inventory

 

Inventory at December 31, 2007and 2006, consisted of the following:

 

 

 

December 31,

 

 

2007

 

2006

 

 

 

 

 

 

 

Raw Materials

 

$

36,418

 

$

-

 

Note 4 – Other assets

 

Other assets consist of refundable deposits of $15,600 and $3,600 for future trade show reservations at December 31, 2007 and -0- at December 31, 2006.

 

Note 5 – Equipment

 

Equipment consisted of the following:

 

 

 

December 31,

 

 

2007

 

2006

 

 

 

 

 

 

 

Marketing equipment

 

$

34,100

 

$

-

 

 

 

 

 

 

 

Less accumulated depreciation

 

 

-

 

 

-

 

 

$

34,100

 

$

-

 

Depreciation expense totaled $-0- and $-0- for 2007 and 2006, respectively.

 

Note 6 – Note payable, related party

 

Through December 31, 2007, the Company received $169,527 from the Company’s President. The unsecured promissory note is non-interest bearing and due on demand (See note 10).

 

Note 7 – Deferred income

 

Deferred income represents deposits received on future sales expected to be shipped near the end of April of 2008, and amounted to $18,428 and $-0- at December 31, 2007 and 2006, respectively.

 

F-12

 


Nobel Innovations, Inc.

(formerly XSInventory)

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

 

Note 8 – Income taxes

 

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), which requires use of the liability method. SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

 

For the years ended December 31, 2007 and 2006, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2007, the Company had approximately $813,000 of federal net operating loss carry forwards. The net operating loss carry forwards, if not utilized, will begin to expire in 2022.

 

The components of the Company’s deferred tax asset are as follows:

 

 

As of December 31,

 

2007

2006

Deferred tax assets:

 

 

Net operating loss carry forwards

$ 276,000

$ 60,000

 

 

 

Net deferred tax assets before valuation allowance

276,000

60,000

Less: Valuation allowance

(276,000)

(60,000)

Net deferred tax assets

$ -

$ -

 

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2007 and 2006, respectively.

 

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

 

 

As of December 31,

 

2007

2006 

Federal and state statutory rate

35%

35%

Change in valuation allowance on deferred tax assets

(35%)

(35%

 

Note 9 – Stockholders’ equity

 

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.

 

F-13

 


Nobel Innovations, Inc.

(formerly XSInventory)

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

 

In 2003, the Company sold to an officer of the Company a total of 4,050,000 shares of its $0.001 par value common stock for cash totaling $30,000.

 

In 2004, the Company sold to an officer of the Company a total of 6,050,000 shares of its $0.001 par value common stock at for cash totaling $60,500.

 

In 2005, the Company sold to an officer of the Company a total of 1,795,960 shares of its $0.001 par value common stock at for cash totaling $17,960.

 

In 2006, the Company sold to an officer of the Company a total of 2,569,735 shares of its $0.001 par value common stock at for cash totaling $25,698.

 

In 2006, the Company received donated capital of $6,500 from an officer of the Company.

 

In 2006, the Company sold a total of 4,900,000 shares of its $0.001 par value common stock for cash totaling $98,000.

 

In 2007, the Company issued 500,000 shares of its $0.001 par value common stock to an officer of the Company for cash totaling $5,000. The cash was received in 2006.

 

On January 23, 2007, the Company issued a stock dividend whereby each holder of our common stock, on the record date of January 22, 2007, received a stock dividend of four additional shares for every one share held. The total shares outstanding after the dividend was 19,865,695.

 

On May 16, 2007, the Company paid the former CEO, Mr. Evangelista, a one time payment of $2,500 in exchange for the return all of his outstanding shares totaling 14,965,695. The cancellation was recorded during the year ended December 31, 2007 (See note 10).

 

On May 16, 2007 the Company issued 100,000 shares of its common stock pursuant to an employment agreement with its President. The fair value of the shares was $450,000 and will be amortized over the term of the employment agreement. During the year ended December 31, 2007, the Company recorded an expense of $93,750 as additional executive compensation.

 

On May 21, 2007, the Company authorized the issuance of 10,000 shares of its common stock pursuant to an agreement with it Vice President of sales, the shares were issued on August 27, 2007. The fair value of the shares was $48,000 and will be amortized over the two year term of the agreement. As of December 31, 2007, the Company expensed $15,000 as additional compensation.

 

Note 10 – Related party

 

On May 16, 2007, the Company entered into a termination and retirement agreement with Michael Evangelista, the sole officer. Pursuant to the agreement, the Company agreed to pay Mr. Evangelista a one time payment of $2,500 in exchange for the return all of his outstanding shares

 

F-14

 


Nobel Innovations, Inc.

(formerly XSInventory)

(a Development Stage Company)

Notes to Condensed Consolidated Financial Statements

 

totaling 14,965,695. The cancellation was recorded during the twelve months ending December 31, 2007.

 

On May 16, 2007, the Company entered into a three year employment agreement with Mr. James Cole, to serve as its President. Pursuant to the agreement, the Company has agreed to pay Mr. Cole annual compensation of $180,000 in year one; $198,000 in year two; and $218,000 in year three. Further, the Company has issued 100,000 shares of its common stock valued at $450,000 which will be amortized over the three year term of the agreement. Additionally, Mr. Cole will have the ability to earn 300,000 shares in the event certain production and sales milestone are achieved.  As of December 31, 2007, the Company expensed $206,250 as executive compensation.

 

Through December 31, 2007, the Company received $169,527 from the Company’s President. The unsecured promissory note is non-interest bearing and due on demand. (See Note 6)

 

Note 11 – Commitment and contingencies

 

On May 21, 2007, the Company entered into a two year employment agreement with Mr. L. Fred Huggins, to serve as its Vice President of Sales and Marketing. Pursuant to the agreement, the Company has agreed to pay Mr. Huggins annual compensation in the amount of $150,000. In addition, the Company has agreed to issue 20,000 shares of its common stock as further compensation. The first issuance of 10,000 shares was granted upon execution of the agreement. The remaining 10,000 shares will be granted on the one year anniversary date of the agreement. During the year ended December 31, 2007, the Company expensed $108,750 as executive compensation.

 

Note 12 – Subsequent events

 

On January 31, 2008 the Company authorized and issued 600,000 shares of its common stock as a bonus for services performed to its President.

 

On January 31, 2008 the Company issued 100,000 shares of its common stock as a bonus for services performed to its Vice President of Sales & Marketing.

 

On January 31, 2008 the Company issued 100,000 shares of its common stock to a consultant for services rendered in relation to the construction of a device used for research & development purposes.

 

On January 31, 2008 the Company issued 100,000 shares of its common stock to a consultant for services rendered in relation to the development of a successful prototype consumer product.

 

F-15

 

 

EX-31 2 ex31.htm CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

EXHIBIT 31

 

CERTIFICATION

 

I, James A. Cole, certify that:

 

1.

I have reviewed this report on Form 10-K of Noble Innovations, Inc.;

 

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

 

4.

I am the sole officer and director and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

 

(c)

Evaluated the effectiveness of the small business issuer disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

 

Date:

April 14, 2008

 

/s/James A. Cole

James A. Cole

President and Principal Accounting Officer

 

 

 

EX-32 3 ex32.htm CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

EXHIBIT 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Noble Innovations, Inc. (the "Company") on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James A. Cole, President and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/James A. Cole

James A. Cole

President and Principal Accounting Officer

 

April 14, 2008

 

 

 

 

EX-99 4 ex99-1.htm PRESS RELEASE ANNOUNCING NATIONAL LAUNCH OF VIRIDIAN PRODUCT LINE AT INTERNATIONAL BUILDERS' IN ORLANDO, FLORIDA

Exhibit 99.1

 

Noble Innovations, Inc. Kicks Off National Launch of Viridian(TM) Product Line at International Builders' Show in Orlando, Florida

Tuesday February 12, 6:00 am ET

PHOENIX--(BUSINESS WIRE)--Noble Innovations, Inc. (OTC: NBIV - News) announced today that the company is displaying its new line of highly innovative Viridian™ Truly Tankless electric water heaters at the country’s largest builders’ conference, the International Builders’ Show, in Orlando, Florida from February 13th through the 16th. The show (IBS ’08) is sponsored by the National Association of Home Builders (NAHB). This year, over 1,800 exhibitors will showcase their products to nearly 120,000 building industry professionals at the building industry’s largest event. Noble’s management and representatives expect to host thousands of industry professionals in the company’s 20 by 30 foot booth where its brand new Viridian products will be on display.

James Cole, President and CEO of Noble Innovations, Inc., commented, “As part of our overall marketing strategy, we have already presented the Viridian truly tankless water heater at a number of smaller shows since the product went into early production in October. We have been overwhelmed with the extremely positive response to our new line of energy efficient Viridian tankless water heaters, but to show our products to the largest group of single-family, multi-family and commercial builders, architects, engineers and land developers to assemble in 2008 is truly a monumental event in our company’s development.” Mr. Cole also stated, “Noble Innovations, Inc. will now have the opportunity to begin supplying to builders, through its dealers, distributors and factory representatives, the Viridian Truly Tankless Electric Water Heater.”

To learn more about the company and its products, visit booth S10217 from February 13th through the 16th at The Orange County Convention Center located at 9800 International Drive in Orlando.

About The International Builders' Show

The International Builders’ Show is the largest annual construction show in the world – over a million and a half square feet of the latest and most advanced building products and services ever assembled. Showcased are all of the latest innovations for the building industry. To learn more about the event, visit www.buildersshow.com.

About Noble Innovations, Inc.

Noble Innovations was founded to research, develop, manufacture, market and sell products using various technologies generally classified as "green" in nature. Noble Innovations intends to supply products that deliver increased functionality and energy efficiency to consumers. Noble is in the early stages of sales and production of products. Visit www.NobleCares.com to find out more.

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1993 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."

Such statements are based on expectations, estimates, and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Such statements involve risks and uncertainties, including but not limited to:

 


Noble's having attended the Excellence in Building Conference & Expo; actual "green" products being identified and produced; Noble's ability to commence operations; actual revenues resulting from its green products; costs and difficulties related to seeking investment candidates and raising of capital; access to corporate financing, costs, delays, and any other difficulties related to Noble's business plan, risks, and effects of legal and administrative proceedings and governmental regulation; future financial and operational results; competition; general economic conditions, and the ability to manage and continue growth. Should one or more of Noble's underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

Important factors that could cause actual results to differ materially from the forward-looking statements Noble makes in this news release include market conditions and those set forth in reports or documents Noble files from time to time with the United States Securities and Exchange Commission. Noble undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Contact:

Noble Innovations, Inc., Phoenix

James A. Cole, 602-455-0507 or 866-520-8389

Fax: 602-233-3434

jcole@noblecares.com

 

 

EX-99 5 ex99-2.htm PRESS RELEASE ANNOUNCING LAUNCH OF WWW.VIRIDIANTANKLESS.COM

Exhibit 99.2

 

Noble Innovations, Inc. Announces Launch of www.ViridianTankless.com

Wednesday February 13, 6:00 am ET

PHOENIX--(BUSINESS WIRE)--Noble Innovations, Inc.'s (OTCBB: NBIV - News) management team is very pleased to announce the launch of www.viridiantankless.com, a site dedicated to educating consumers and building industry professionals about the Viridian Truly Tankless product line. The site will be linked to the company website, www.NobleCares.com, and will give the viewer the ability to learn more about the company and its first green product, the Viridian Truly Tankless line of electric water heaters.

As previously announced, the company has worked with the Lavidge Group, a well-established marketing organization located in Scottsdale, Arizona, on its web site. The full web site, with interactive capabilities, will be in place by mid-year. James Cole, Noble’s President and CEO stated, “A crucial part of Noble’s marketing strategy is to use the web to increase awareness and inform potential customers about the benefits of the company’s products, but the website will also be a powerful resource for architects, suppliers, contractors, and developers who will be working with Noble’s products in the field.” Mr. Cole added, “Our plan was to begin an expansion of the corporate site and more importantly launch ViridianTankless.com in conjunction with our attendance at the IBS ’08 show in Orlando, Florida this week and we are extremely excited about this important marketing tool.”

About Noble Innovations, Inc.

Noble Innovations was founded to research, develop, manufacture, market and sell products using various technologies generally classified as "green" in nature. Noble Innovations intends to supply products that deliver increased functionality and energy efficiency to consumers. Noble is in the early stages of sales and production of products. Visit www.NobleCares.com to find out more.

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1993 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."

Such statements are based on expectations, estimates, and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Such statements involve risks and uncertainties, including but not limited to: Noble's having attended the Excellence in Building Conference & Expo; actual "green" products being identified and produced; Noble's ability to commence operations; actual revenues resulting from its green products; costs and difficulties related to seeking investment candidates and raising of capital; access to corporate financing, costs, delays, and any other difficulties related to Noble's business plan, risks, and effects of legal and administrative proceedings and governmental regulation; future financial and operational results; competition; general economic conditions, and the ability to manage and continue growth. Should one or more of Noble's underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

Important factors that could cause actual results to differ materially from the forward-looking statements Noble makes in this news release include market conditions and those set forth in reports or documents Noble files from time to time with the United States Securities and Exchange Commission. Noble undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 


 

Contact:

Noble Innovations, Inc., Phoenix

James A. Cole, 602-455-0507 or 866-520-8389

Fax: 602-233-3434

jcole@noblecares.com

 

 

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