UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________
Commission File Number 333-150483
Noble Medical Technologies, Inc.
(Name of registrant as specified in its charter)
Delaware | 20-0587718 |
| |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) | |
2121 Avenue of the Stars, Suite 2550
Los Angeles, CA 90067
(Address of principal executive offices)
310-601-2500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller 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 Exchange Act). YES x NO o
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,188,000 shares of common stock, par value $.0001 per share, as of April 24, 2009.
NOBLE MEDICAL TECHNOLOGIES, INC.
Table of Contents
| Page |
PART I - FINANCIAL INFORMATION | |
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Item 1. Financial Statements | |
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Balance Sheets at March 31, 2009 (Unaudited) and December 31, 2008 | F-2 |
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Statements of Operations for the Three Months Ended March 31, 2009 and March 31, 2008 and for the period from July 25, 2007 (Inception) through March 31, 2009 (Unaudited) | F-3 |
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Statement of Stockholders’ Deficit for the period from July 25, 2007 (Inception) through March 31, 2009 (Unaudited) | F-4 |
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Statements of Cash Flows for the Three Months Ended March 31, 2009 and March 31, 2008 and for the Period from July 25, 2007 (Inception) through March 31, 2009 (Unaudited) | F-5 |
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Notes to Financial Statements (Unaudited) | F-6 to F-9 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk | 3 |
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Item 4T. Controls and Procedures | 3 |
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PART II - OTHER INFORMATION | |
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Item 1. Legal Proceedings | 4 |
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Item 1A. Risk Factors | 4 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 4 |
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Item 3. Defaults upon Senior Securities | 4 |
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Item 4. Submission of Matters to a Vote of Security Holders | 4 |
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Item 5. Other Information | 4 |
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Item 6. Exhibits | 4 |
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SIGNATURES | 5 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
NOBLE MEDICAL TECHNOLOGIES, INC.
March 31, 2009 and 2008
INDEX TO FINANCIAL STATEMENTS
Balance Sheets at March 31, 2009 (Unaudited) and December 31, 2008 | | F-2 |
Statements of Operations for the Three Months Ended March 31, 2009 and March 31, 2008 and for the period from July 25, 2007 (Inception) through March 31, 2009 (Unaudited) | | F-3 |
Statement of Stockholders’ Deficit for the period from July 25, 2007 (Inception) through March 31, 2009 (Unaudited) | | F-4 |
Statements of Cash Flows for the Three Months Ended March 31, 2009 and March 31, 2008 and for the Period from July 25, 2007 (Inception) through March 31, 2009 (Unaudited) | | F-5 |
Notes to the Financial Statements (Unaudited) | | F-6 to F-9 |
NOBLE MEDICAL TECHNOLOGIES, INC.
BALANCE SHEETS
| | March 31, 2009 (Unaudited) | | | December 31, 2008 | |
| | | | | | |
ASSETS | | | | | | |
CURRENT ASSETS: | | | | | | |
Cash | | $ | - | | | $ | 371 | |
| | | | | | | | |
Total Current Assets | | | - | | | | 371 | |
| | | | | | | | |
Total Assets | | $ | - | | | $ | 371 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Accrued expenses | | $ | 2,000 | | | $ | 21,667 | |
| | | | | | | | |
Total Current Liabilities | | | 2,000 | | | | 21,667 | |
| | | | | | | | |
STOCKHOLDERS’ DEFICIT: | | | | | | | | |
Preferred stock at $0.0001 par value: 1,000,000 shares authorized, none issued and outstanding | | | - | | | | - | |
Common stock at $0.0001 par value: 20,000,000 shares authorized, 4,188,000 shares issued and outstanding | | | 419 | | | | 419 | |
Additional paid-in capital | | | 67,877 | | | | 46,581 | |
Accumulated deficit | | | (70,296 | ) | | | (68,296 | ) |
| | | | | | | | |
Total Stockholders’ Deficit | | | (2,000 | ) | | | (21,296 | ) |
| | | | | | | | |
Total Liabilities and Stockholders’ Deficit | | $ | - | | | $ | 371 | |
See accompanying notes to the financial statements.
NOBLE MEDICAL TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | For the Period from | |
| | For the Three Months | | | For the Three Months | | | July 25, 2007 | |
| | Ended | | | Ended | | | (Inception) through | |
| | March 31, 2009 | | | March 31, 2008 | | | March 31, 2009 | |
| | | | | | | | | |
OPERATING EXPENSES: | | | | | | | | | |
Professional fees | | $ | 2,000 | | | $ | 2,000 | | | $ | 58,100 | |
General and administrative expenses | | | - | | | | 7,390 | | | | 11,396 | |
| | | | | | | | | | | | |
Total operating expenses | | | 2,000 | | | | 9,390 | | | | 69,496 | |
| | | | | | | | | | | | |
LOSS BEFORE TAXES | | | (2,000 | ) | | | (9,390 | ) | | | (69,496 | ) |
| | | | | | | | | | | | |
INCOME TAXES | | | - | | | | - | | | | 800 | |
| | | | | | | | | | | | |
NET LOSS | | $ | (2,000 | ) | | $ | (9,390 | ) | | $ | (70,296 | ) |
| | | | | | | | | | | | |
NET LOSS PER COMMON SHARE - | | | | | | | | | | | | |
BASIC AND DILUTED: | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.02 | ) |
| | | | | | | | | | | | |
Weighted Common Shares Outstanding - basic and diluted | | | 4,188,000 | | | | 4,065,495 | | | | 4,121,938 | |
See accompanying notes to the financial statements.
NOBLE MEDICAL TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
For the Period from July 25, 2007 (Inception) through March 31, 2009
(UNAUDITED)
| | Common Stock, $0.001 Par Value | | | Additional | | | | | | Total | |
| | Number of | | | | | | Paid-in | | | Accumulated | | | Stockholders’ | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
| | | | | | | | | | | | | | | |
Balance, July 25, 2007 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
Issuance of common stock to founders | | | 4,000,000 | | | | 400 | | | | (400 | ) | | | | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for cash July through December 2007 at $0.25 per share | | | 8,000 | | | | 1 | | | | 1,999 | | | | | | | | 2,000 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | (28,107 | ) | | | (28,107 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2007 | | | 4,008,000 | | | | 401 | | | | 1,599 | | | | (28,107 | ) | | | (26,107 | ) |
| | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for cashJanuary through April 17, 2008 at $0.25 per share | | | 180,000 | | | | 18 | | | | 44,982 | | | | | | | | 45,000 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | (40,189 | ) | | | (40,189 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2008 | | | 4,188,000 | | | | 419 | | | | 46,581 | | | | (68,296 | ) | | | (21,296 | ) |
| | | | | | | | | | | | | | | | | | | | |
Capital contribution | | | | | | | | | | | 21,296 | | | | | | | | 21,296 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | (2,000 | ) | | | (2,000 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, March 31, 2009 | | | 4,188,000 | | | $ | 419 | | | $ | 67,877 | | | $ | (70,296 | ) | | $ | (2,000 | ) |
See accompanying notes to the financial statements.
NOBLE MEDICAL TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | | | | For the Period from | |
| | For the Three Months | | | For the Three Months | | | July 25, 2007 | |
| | Ended | | | Ended | | | (Inception) through | |
| | March 31, 2009 | | | March 31, 2008 | | | March 31, 2009 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | |
Net loss | | $ | (2,000 | ) | | $ | (9,390 | ) | | $ | (70,296 | ) |
| | | | | | | | | | | | |
Adjustments to reconcile net loss to net cash | | | | | | | | | |
used in operating activities | | | | | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | |
Accrued expenses | | | (19,667 | ) | | | (21,200 | ) | | | 2,000 | |
| | | | | | | | | | | | |
NET CASH USED IN | | | | | | | | | | | | |
OPERATING ACTIVITIES | | | (21,667 | ) | | | (30,590 | ) | | | (68,296 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | |
| | | | | | | | | | | | |
Capital contribution | | | 21,296 | | | | | | | | 21,296 | |
Sale of common stock | | | | | | | 41,000 | | | | 47,000 | |
| | | | | | | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 21,296 | | | | 10,410 | | | | 68,296 | |
| | | | | | | | | | | | |
NET CHANGE IN CASH | | | (371 | ) | | | - | | | | - | |
| | | | | | | | | | | | |
Cash at beginning of period | | | 371 | | | | - | | | | - | |
| | | | | | | | | | | | |
Cash at end of period | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF | | | | | | | | | | | | |
CASH FLOW INFORMATION: | | | | | | | | | | | | |
Interest paid | | $ | - | | | $ | - | | | $ | - | |
Taxes paid | | $ | - | | | $ | - | | | $ | 800 | |
See accompanying notes to the financial statements.
NOBLE MEDICAL TECHNOLOGIES, INC.
March 31, 2009 and 2008
Notes to the Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
Noble Medical Technologies, Inc. (a development stage company) (the “Company”) was incorporated on July 25, 2007 under the laws of the State of Delaware. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. Due to the recent economic downturn, the Company was unable to receive sufficient funds to commence operations and the Company has not generated any revenue to date. Therefore, the Company abandoned its plan to engage in developing and marketing enhancements to electrocardiogram (“EKG”) equipment and is currently seeking a suitable candidate for a business combination.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2008 and notes thereto contained in the Company’s Annual Report Form 10-K as filed with the SEC on February 3, 2009.
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Fair value of financial instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments and market rates of interest.
Revenue recognition
The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue recognition. The Company will record revenue when persuasive evidence of an arrangement exists, product delivery has occurred and the title and risk of loss transfer to the buyer, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.
The Company will derive its revenue from sales contracts with customers with revenues being generated upon the shipment of goods. Persuasive evidence of an arrangement is demonstrated via invoice, product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the trucking company or third party carrier and title transfers upon shipment, based on free on board (“FOB”) factory; the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
Net loss per common share
Net loss per common share is computed pursuant to Statement of Financial Accounting Standards No. 128 “Earnings Per Share” (“SFAS No. 128”). Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of March 31, 2009 or 2008.
Recently issued accounting pronouncements
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations” (“SFAS No. 141(R)”), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company has not determined the effect that the adoption of SFAS No. 141(R) will have on the financial results of the Company.
In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.
In March 2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. The Company does not expect the adoption of SFAS No. 161 to have a material impact on the financial results of the Company.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE 3 – GOING CONCERN
As reflected in the accompanying financial statements, the Company had an accumulated deficit of $70,296 at March 31, 2009.
The Company’s cash position may not be sufficient enough to support the Company’s daily operations. 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 find a suitable acquisition or merger candidate, raise additional capital from the sale of stock, receive additional paid in capital and ultimately, the achievement of significant positive results. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – STOCKHOLDERS’ DEFICIT
Common stock
The Company was incorporated on July 25, 2007 at which time 4,000,000 shares of common stock were issued to the Company’s founders. No value was given to the shares issued by the newly formed corporation. Therefore, the shares were recorded to reflect the $.0001 par value and paid in capital was recorded as a negative amount ($400). In other words, no net value was assigned to these shares.
For the period from July 25, 2007 through April 17, 2008, the Company sold 188,000 shares of its common stock in a private placement at $0.25 per share for an aggregate of $47,000.
NOTE 5 – RELATED PARTY TRANSACTIONS
Office space
The Company had been provided office space by its former Chief Executive Officer until February 6, 2009 at no cost. The Company has been provided office space by its majority shareholder since February 6, 2009 at no cost.
Professional Fees; General and Administrative Expenses
Net accrued expenses of $21,296, as of February 6, 2009, were assumed by certain stockholders of the Company and have been reclassified to additional paid-in capital in the three months ended March 31, 2009.
NOTE 6 – CHANGE IN MANAGEMENT
On February 6, 2009, Trinad Capital Master Fund, Ltd., an exempted Cayman Islands Corporation, with an address at 2121 Avenue of the Stars, Suite 2550, Los Angeles, California 90067 (“TCMF”), entered into a Securities Purchase Agreement (the “Agreement”) with certain stockholders (the “Stockholders”) of the Company. Pursuant to the terms of the Agreement, the Stockholders sold 3,978,600 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, (“Common Stock”) representing 95% of the Company’s issued and outstanding Common Stock as of February 6, 2009 (the “Closing”), to TCMF. In consideration for the purchase of the Shares, TCMF paid $311,869 at Closing, pursuant to and in accordance with the terms of the Agreement. The source of such capital was TCMF’s working capital.
On February 6, 2009 Richard Krotosik resigned as the Company’s Chief Executive Officer, President and sole director, the total number of the members of the board of directors (the “Board”) was increased to three and Robert S. Ellin, Jay A. Wolf and Charles C. Bentz were appointed as directors of the Board to serve until the next annual stockholders meeting and until their successors are duly elected and qualified. Robert S. Ellin was appointed the Company’s President, Jay A. Wolf was appointed Chairman and Chief Executive Officer, and Charles Bentz was appointed Chief Financial Officer and Secretary of the Company.
Item 2 – Management’s Discussion and Analysis or Plan of Operation of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements made in this Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, technological developments, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this prospectus will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Except as required by applicable law and regulations, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Further disclosures that we make on related subjects in our additional filings with the Securities and Exchange Commission should be consulted. For further information regarding the risks and uncertainties that may affect our future results, please review the information set forth in our annual Report on Form 10-K for the year ended December 31, 2008 under the section entitled “Risk Factors.”
References to “Company”, “we” or “us” refer to Noble Medical Technologies, Inc., unless the context requires otherwise.
Overview
Description of Business
We were organized to engage in developing and marketing enhancements to electrocardiogram (“EKG”) equipment that would be directed towards medical technicians at hospitals and other locations. Due to the recent economic downturn, we ware unable to receive sufficient funds to commence operations and we have not realized any revenues from operations since our inception on July 25, 2007. Therefore, we abandoned our plan to engage in developing and marketing EKG equipment and we are currently seeking a suitable candidate for a business combination.
Results of Operations
The Company has not conducted any active operations since its inception. No revenues have been generated by the Company for the period from July 25, 2007 (inception) to March 31, 2009. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.
A Blank Check Company
At present, the Company has no sources of revenue and we are a development stage company. The Company’s business plan is to seek a business combination. As a result, the Company is a “blank check” or “shell” company. Many states have enacted statutes, rules and regulations limiting the sale of securities of shell companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities or undertake any offering of the Company’s securities, either debt or equity, until such time as the Company has successfully implemented its business plan and closed on a suitable business combination.
The Company’s common stock is a “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult to sell the Company’s common stock.
Going Concern
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have a history of losses that are likely to continue in the future. Our independent registered public accounting firm has included a footnote in their report in our audited financial statements for the year ended December 31, 2008 to the effect that our losses from operations and our negative cash flows from operations raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. We may be required to cease operations which could result in our shareholders losing almost all of their investment.
Liquidity and Capital Resources
As of March 31, 2009, we had no cash on hand. Our limited resources will affect the extent of our activities in the future unless we are successful in realizing financing.
Off Balance Sheet Arrangements
At March 31, 2009, we do not have any off balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information called for by this item is not required as we are a smaller reporting company.
Item 4T. Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Financial Officer and President, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of March 31, 2008, our disclosure controls and procedures are effective to satisfy the objectives for which they are intended.
Changes in Internal Control over Financial Reporting
There were no other changes in the Company’s internal control over financial reporting for the first quarter of 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting as such term is defined in Rule 13a-15 and 15d-15 of the Exchange Act.
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
The Company is not currently party to any material legal proceedings.
Item 1A. – Risk Factors
In addition to the other information set forth in this quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results as well as adversely affect the value of an investment in our common stock.
There have been no material updates to the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2008.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 – Defaults Upon Senior Securities
None.
Item 4 – Submission of Matters to a Vote of Security Holders
None.
Item 5 – Other Information
None.
Item 6 – Exhibits
Exhibits:
10.1 | | Stock Purchase Agreement, dated as of February 6, 2009 (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 12, 2009 (file no. 000-150483)). |
10.2 | | Securities Purchase Agreement, dated as of February 6, 2009 (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 12, 2009 (file no. 000-150483)). |
31.1* | | Certification of Noble Medical Technologies, Inc. Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. |
31.2* | | Certification of Noble Medical Technologies, Inc. Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. |
32‡ | | Certifications of Noble Medical Technologies, Inc. Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Filed herewith.
‡ Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | NOBLE MEDICAL TECHNOLOGIES, INC. (Registrant) | |
| | | |
Date: April 27, 2009 | By: | /s/ Jay Wolf | |
| | Jay Wolf | |
| | Chairman and Chief Executive Officer (Authorized Officer and Principal Executive Officer) | |
| | | |
Date: April 27, 2009 | By: | /s/ Charles Bentz | |
| | Charles Bentz | |
| | Chief Financial Officer (Authorized Officer and Chief Financial Officer) | |