Xsinventory - Indicate by check mark whether the registrant a large...

Xsinventory - Recent Material Event

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
Item 1A.	Risk Factors
Item 1B.	Unresolved Staff Comments
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders

PART II

Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.	Selected Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A (T)	Control and Procedures
Item 9B.	Other Information

PART III

Item 10.	Directors, Executive Officers, Promoters and Corporate Governance
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions, and Director Independence
Item 14	Principal Accountant Fees and Services

PART IV

Item 15.	Exhibits, Financial Schedules

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:

our ability to diversify our operations;

our ability to successfully compete in the energy efficient industry;

inability to raise additional financing for working capital;

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;

our ability to attract key personnel;

our ability to operate profitably;

deterioration in general or regional economic conditions;

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

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

inability to achieve future sales levels or other operating results;

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

the unavailability of funds for capital expenditures; and

other risks and uncertainties detailed in this report.

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

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.

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.

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.

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

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

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

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

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

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

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

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

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

lower profitability. New housing starts declined in 2006 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.

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

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

“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
1^st Quarter*	$4.92	$0.00
2^nd Quarter	$5.10	$1.20
3^rd Quarter	$5.45	$2.05
4^th 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.

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

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)
			$	%
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

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.