Noble Medical Technologies, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - Noble Medical Technologies, Inc.	v232951_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - Noble Medical Technologies, Inc.	v232951_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - Noble Medical Technologies, Inc.	v232951_ex32-1.htm

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 JUNE 30, 2011

OR

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

FOR THE TRANSITION PERIOD FROM __________________ TO _______________________

Commission file number 333-150483

NOBLE MEDICAL TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	20-0587718 (I.R.S. Employer Identification Number)
4751 Wilshire Blvd., 3rd Floor Los Angeles, California 90010 (Address of Principal Executive Offices including Zip Code)
(310) 601-2500 (Registrant’s Telephone Number, Including Area Code)
N/A (Former address and telephone number, if changed since last report)

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

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 x No o

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

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 $0.0001 per share, as of June 30, 2011.

TABLE OF CONTENTS

TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

		Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures about Market Risk		25
Item 4. Controls and Procedures		25
PART II – OTHER INFORMATION		27
Item 1 – Legal Proceedings		27
Item 1A – Risk Factors		27
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 3 – Defaults Upon Senior Securities		27
Item 4 – (Reserved)		27
Item 5 – Other Information		27
Item 6 – Exhibits		27

Noble Medical Technologies, Inc.

June 30, 2011 and 2010

Index to Financial Statements

Contents	Page(s)

Balance Sheets at June 30, 2011 (Unaudited) and December 31, 2010		2

Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)		3

Statement of Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2011 (Unaudited)		4

Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (Unaudited)		5

Notes to the Financial Statements (Unaudited)		6

NOBLE MEDICAL TECHNOLOGIES, INC.

BALANCE SHEETS

	June 30, 2011			December 31, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	528,959		$	527,993

Total Current Assets		528,959			527,993

OFFICE EQUIPMENT:
Office equipment		11,458			11,458
Accumulated depreciation		(1,705	)		(559	)

Office Equipment, net		9,753			10,899

Total Assets	$	538,712		$	538,892

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	94,507		$	-
Accrued expenses		16,821			28,714
Accrued expenses - related party		11,261			65,007
Notes payable, net of discount		769,379			187,500
Note payable - director, net of discount		243,750			187,500

Total Current Liabilities		1,135,718			468,721

LONG-TERM SERVICE ARRANGEMENT - STOCKHOLDER		166,666			-

Total Liabilities		1,302,384			468,721

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock at $0.0001 par value: 1,000,000 shares authorized,
none issued or outstanding		-			-
Common stock at $0.0001 par value: 20,000,000 shares authorized,
4,188,000 shares issued and outstanding		419			419
Additional paid-in capital		632,424			319,090
Accumulated deficit		(1,396,515	)		(249,338	)

Total Stockholders' Equity (Deficit)		(763,672	)		70,171

Total Liabilities and Stockholders' Equity (Deficit)	$	538,712		$	538,892

See accompanying notes to the financial statements.

NOBLE MEDICAL TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

	For the Three Months			For the Three Months			For the Six Months			For the Six Months
	Ended			Ended			Ended			Ended
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

NET REVENUES	$	-		$	-		$	-		$	-

COST OF GOODS SOLD		-			-			-			-

GROSS PROFIT		-			-			-			-

OPERATING EXPENSES:
Consulting fees		118,630			-			118,630			-
Management service - stockholder		203,333			-			406,666			-
Professional fees		75,634			9,786			93,677			14,786
Officer's compensation		1,042			-			2,084			-
General and administrative expenses		17,121			-			57,549			-

Total operating expenses		415,760			9,786			678,606			14,786

LOSS FROM OPERATIONS		(415,760	)		(9,786	)		(678,606	)		(14,786	)
					-
OTHER (INCOME) EXPENSE:
Provision for loan loss		250,000			-			250,000			-
Amortization of notes payable discount		119,065			-			219,379			-
Interest income		(589	)		-			(808	)		-

Other (income) expense, net		368,476			-			468,571			-
					-			-			-
LOSS BEFORE INCOME TAXES		(784,236	)		(9,786	)		(1,147,177	)		(14,786	)

INCOME TAX PROVISION		-			-			-			-

NET LOSS	$	(784,236	)	$	(9,786	)	$	(1,147,177	)	$	(14,786	)

NET LOSS PER COMMON SHARE -
BASIC AND DILUTED:	$	(0.19	)	$	(0.00	)	$	(0.27	)	$	(0.00	)

Weighted average common shares outstanding
- basic and diluted		4,188,000			4,188,000			4,188,000			4,188,000

See accompanying notes to the financial statements.

NOBLE MEDICAL TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS' (EQUITY) DEFICIT

For the Interim Period Ended June 30, 2011

(Unaudited)

	Common Stock, $0.0001 Par Value				Additional						Total
	Number of				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance, December 31, 2009		4,188,000	$	419	$	79,090		$	(89,044	)	$	(9,535	)

Contributed capital						15,000						15,000

Issuance of warrants in connection with
notes payable issued in the first quarter of 2010						225,000						225,000

Net loss									(160,294	)		(160,294	)

Balance, December 31, 2010		4,188,000		419		319,090			(249,338	)		70,171

Issuance of warrants in connection with
notes payable issued in 2011						251,250						251,250

Issuance of warrants to COO for future services						12,500						12,500

Issuance of warrants to COO for future services						(12,500	)					(12,500	)

Issuance of warrants to Trinad Management, LLC
for future services						360,000						360,000

Issuance of warrants to Trinad Management, LLC
for future services						(360,000	)					(360,000	)

Amortization of warrants issued to officer and stockholder
for future services received						62,084						62,084

Net loss									(1,147,177	)		(1,147,177	)

Balance, June 30, 2011		4,188,000	$	419	$	632,424		$	(1,396,515	)	$	(763,672	)

See accompanying notes to the financial statements.

NOBLE MEDICAL TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

	For the Six Months			For the Six Months
	Ended			Ended
	June 30, 2011			June 30, 2010
	(Unaudited)			(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,147,177	)	$	(14,786	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		1,146			-
Provision for loan loss		250,000			-
Amortization of discount on notes payable		219,379			-
Equity instruments based compensation		62,084			-
Changes in operating assets and liabilities:
Accounts payable		94,507			-
Accrued expenses		(11,893	)		6,786
Accrued expenses - related party		(53,746	)		-
Accrued stockholder services		166,666			-

NET CASH USED IN OPERATING ACTIVITIES		(419,034	)		(8,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Loan receivable - related party		(250,000	)		-
Proceeds from notes payable		670,000			-
Contribution to capital		-			8,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		420,000			8,000

NET CHANGE IN CASH		966			-

Cash at beginning of period		527,993			-

Cash at end of period	$	528,959		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$

See accompanying notes to the financial statements.

Noble Medical Technologies, Inc.

June 30, 2011 and 2010

Notes to the Financial Statements

(Unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

Noble Medical Technologies, Inc. (the “Company”) was incorporated on July 25, 2007 under the laws of the State of Delaware. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. Due to the recent economic downturn, the Company was unable to receive sufficient funds to commence operations and the Company has not generated any revenue to date. Therefore, the Company has abandoned its plan to engage in developing and marketing enhancements to electrocardiogram (“EKG”) equipment and is currently inactive and is seeking a suitable candidate for a business combination.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation - unaudited interim financial information

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2010 and notes thereto contained in the Company’s Annual Report Form 10-K as filed with the SEC on April 15, 2011.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

The Company’s significant estimates include the fair value of financial instruments; the carrying value, recoverability and impairment of long-lived assets, including the values assigned to and estimated useful lives of office equipment; underlying assumptions to estimate the fair value of warrants and options; income taxes provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly

observable as of the reporting date.

Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2011 and December 31, 2010.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

Carrying value, recoverability and impairment of long-lived assets

The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes office equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Office equipment

Office equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of office equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

Discount on notes payable

The Company follows subtopic 470-20 of the FASB Accounting Standards Codification (“Subtopic 470-20”) “Debt with Conversion and Other Options,” when accounting for notes payable. The Company allocates the proceeds received between notes payable and warrants, if any. The resulting warrants discount from the face amount of the notes payable is amortized using the effective interest method over the lives of the debt instruments.

The fair value of warrants is estimated on the date of issuance using a Black-Scholes Option-Pricing Model. The ranges of assumptions for inputs are as follows:

·	The Company uses historical data to estimate notes holder exercise behavior. The expected life of warrants granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the warrants are expected to be outstanding.

·	The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.

·	The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

·	The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involvedb. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. mounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Stock-based compensation for obtaining employee services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

The fair value of each option award is estimated on the date of grant using a Black-Scholes Option-Pricing Model. The ranges of assumptions for inputs are as follows:

·	The Company uses historical data to estimate employee termination behavior. The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding.

·	The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.

·	The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

·	The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Equity instruments issued to parties other than employees for acquiring goods or services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).

Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income and comprehensive income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through warrants.

The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation for the interim period ended June 30, 2011 and 2010 as they were anti-dilutive:

	Potentially outstanding dilutive common shares
	For the Interim Period ended June 30, 2011	For the Interim Period ended June 30, 2010
Warrants issued on December 17, 2010 in connection with the issuance of notes payable – officer to purchase 1,000,000 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance	1,000,000		-

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

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

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

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

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

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

Warrants issued on April 15, 2011 in connection with the issuance of notes payable to purchase 333,333 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance	333,333		-

Warrants issued on April 13, 2011 in connection with the issuance of notes payable to purchase 166,667 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance	166,667			-

Warrants issued on April 13, 2011 in connection with the issuance of notes payable to purchase 166,667 shares of the Company’s common shares with an exercise price of $0.10 per share expiring ten (10) years from date of issuance	166,667		-

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

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


Total potentially outstanding dilutive common shares	6,483,332		-

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently issued accounting pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:

1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

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 $1,396,515 at June 30, 2011 and had a net loss of $1,147,177 and net cash used in operating activities of $419,034 for the interim period then ended, respectively, with no revenues earned since inception.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – OFFICE EQUIPMENT

Office equipment, stated at cost, less accumulated depreciation at June 30, 2011 and December 31, 2010 consisted of the following:

	Estimated Useful Life (Years)	June 30, 2011			December 31, 2010
Office equipment	5	$	11,458		$	11,458


			11,458			11,458
Less accumulated depreciation			(1,705	)		(559	)

		$	9,753		$	10,899

Depreciation expense for the interim period ended June 30, 2011 and 2009 was $1,146 and $0, respectively.

NOTE 5 – NOTES PAYABLE

Notes payable

On December 29, 2010, the Company entered into two (2) 10% promissory notes payable of $200,000 and $100,000 with Reindeer Partners LLC and Evan Azriliant, respectively. In connection with the issuance of the promissory notes, the Company granted to the payees warrants to purchase 333,333 and 666,667, or 1,000,000 common shares in aggregate with an exercise price of $0.10 per share expiring ten (10) year from the date of issuance. The promissory notes mature on December 29, 2011 with principal and interest due on the date of maturity.

On January 18, 2011, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Promissory Note for $100,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 333,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant"). The Note matures on January 17, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity. The Warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 1, 2012. The vesting of the Warrant has certain acceleration clauses.

On January 24, 2011, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Promissory Note for $50,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 166,666 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant"). The Note matures on January 23, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity. The Warrant vests over a period of one year, 20% on February 1, 2011 and 80% on January 1, 2012. The vesting of the Warrant has certain acceleration clauses.

On February 4, 2011, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Promissory Note for $250,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 833,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant"). The Note matures on February 3, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity. The Warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012. The vesting of the Warrant has certain acceleration clauses.

On February 4, 2011, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Promissory Note for $50,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 166,667 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant"). The Note matures on February 3, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity. The Warrant vests over a period of one year, 20% on February 14, 2011 and 80% on January 1, 2012. The vesting of the Warrant has certain acceleration clauses.

On February 7, 2011, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Promissory Note for $20,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 66,667 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant"). The Note matures on February 6, 2012, and is subject to interest at an annual rate of 10% with principal and interest due on the date of maturity. The Warrant vests over a period of one year, 20% on February 7, 2011 and 80% on March 1, 2012. The vesting of the Warrant has certain acceleration clauses.

On April 13, 2011, the Company entered into two securities purchase agreements pursuant to which the Company issued two Notes each for $50,000 principal amount ("Notes") and two ten (10) year common stock warrants each to purchase 166,667 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrants"). The Notes mature on April 12, 2012, and are subject to interest at 10% per annum with principal and interest due upon maturity. The Warrants vest over a period of one (1) year, 20% on April 13, 2011 and 80% on January 1, 2012. The vesting of the Warrant has certain acceleration clauses.

On April 15, 2011, the Company entered into a securities purchase agreement pursuant to which the Company issued a Note for $100,000 principal amount ("Note") and a ten (10) year common stock warrant to purchase 333,333 shares of the Company's common stock at an exercise price of $0.10 per share ("Warrant"). The Note matures on April 15, 2012, and is subject to interest at 10% per annum with principal and interest due upon maturity. The Warrant vests over a period of one (1) year, 20% on April 15, 2011 and 80% on April 15, 2012. The vesting of the Warrant has certain acceleration clauses.

The proceeds received from these notes were allocated between the notes payable and the warrants based on their relative fair values.

The relative fair value of the warrants granted, estimated on the dates of grant, which was recorded as a discount to the notes using the Black-Scholes Option-Pricing Model with the following assumptions:

Expected warrant life (year)	10.00
Expected volatility	90	%
Average risk-free interest rate	3.49	%
Dividend yield	0.00	%

The Company is amortizing the discounts over the term of the notes. The Company recorded $219,379 and $0 amortization of the discount for the interim period ended June 30, 2011 and 2010, respectively.

Notes payable consisted of the following at June 30, 2011 and December 31, 2010:

	June 30, 2011			December 31, 2010
Promissory notes payable with interest at 10% per annum due December 29, 2011	$	300,000		$	300,000

Discount on note payable		(112,500	)		(112,500	)

Accumulated amortization of discount		56,250			-

		243,750			187,500

Promissory notes payable with interest at 10% per annum due January 17, 2012		100,000			-

Discount on note payable		(37,500	)		(-	)

Accumulated amortization of discount		18,750			-

		81,250			-

Promissory notes payable with interest at 10% per annum due January 23, 2012		50,000			-

Discount on note payable		(18,750	)		(-	)

Accumulated amortization of discount		9,376			-

		40,626			-

Promissory notes payable with interest at 10% per annum due February 3, 2012		50,000			-

Discount on note payable		(18,750	)		(-	)

Accumulated amortization of discount		9,376			-

		40,626			-

Promissory notes payable with interest at 10% per annum due February 3, 2012		250,000			-

Discount on note payable		(93,750	)		(-	)

Accumulated amortization of discount		46,876			-

		203,126			-

Promissory notes payable with interest at 10% per annum due February 6, 2012		20,000			-

Discount on note payable		(7,500	)		(-	)

Accumulated amortization of discount		3,750			-

		16,250			-

Promissory notes payable with interest at 10% per annum due April 14, 2012		100,000			-

Discount on note payable		(37,500	)		-

Accumulated amortization of discount		9,375			-

		71,875			-

Promissory notes payable with interest at 10% per annum due April 14, 2012		100,000			-

Discount on notes payable		(37,500)			-

Accumulated amortization of discount		9,376			-

		71,876			-

Total promissory notes payable		970,000			-

Discount on note payable		(363,750	)		(-	)

Accumulated amortization of discount		163,129			-
	$	769,379		$	187,500

Note payable - Director

On December 17, 2010, the Company entered into a 10% promissory note payable of $300,000 with Jay Krigsman maturing on December 15, 2011. In connection with the issuance of the promissory note, the Company granted to the Payee a warrant to purchase 1,000,000 common shares with an exercise price of $0.10 per share expiring ten (10) years from the date of issuance. The note matures on December 15, 2011 with principal and interest due on the date of maturity.

The proceeds received from this note were allocated between the note payable and the warrant at $187,500 and $112,500 respectively based on their relative fair values.

The relative fair value of the warrant granted, estimated on the date of grant, was $112,500, which was recorded as a discount to the note using the Black-Scholes Option-Pricing Model with the following assumptions:

Expected life (year)	10.00
Expected volatility	90	%
Risk-free interest rate	3.33	%
Dividend yield	0.00	%

The Company is amortizing the discount over the term of the promissory note. The Company recorded $56,250 amortization of the discount for the interim period ended June 30, 2011.

Note payable – director consisted of the following at June 30, 2011 and December 31, 2010:

	June 30, 2011			December 31, 2010
Promissory notes payable with interest at 10% per annum due December 29, 2011	$	300,000		$	300,000

Discount on note payable		(112,500	)		(112,500	)

Accumulated amortization of discount		56,250			-

	$	243,750		$	187,500

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

Capital contribution

On June 30, 2009, net accrued expenses of $21,296 as of February 6, 2009 were assumed by certain stockholders of the Company and have been reclassified to additional paid-in capital.

For the period from July 1, 2009 through December 31, 2009, certain stockholders of the Company paid $11,213 professional fees on behalf of the Company and contributed the payments as capital.

For the year ended December 31, 2010, certain stockholders of the Company paid $15,000 of professional fees on behalf of the Company and contributed the payments as capital.

Warrants issued to officer

On February 22, 2011, the Company appointed Elliot Goldman as Chief Operating Officer of the Company. Mr. Goldman was issued a warrant to purchase 250,000 shares of the Company's common stock at an exercise price of $1.00 per share expiring ten (10) years from the date of issuance for his service of three (3) years. The Company valued the warrant granted, using the Black-Scholes Option-Pricing Model with the following weighted-average assumptions:

Expected life (year)	3.00
Expected volatility	90	%
Risk-free interest rate	1.22	%
Dividend yield	0.00	%

The fair value of the warrant granted, estimated on the date of grant, was $12,500 and is being amortized over the period of service of three (3) years. The Company recorded $2,084 and $0 as compensation - officer for the interim period ended June 30, 2011 and 2010, respectively.

The table below summarizes the Company’s stock warrants activities through June 30, 2011:

	Number of			Exercise Price Range		Weighted Average		Fair Value at Date		Aggregate
	Warrant Shares			Per Share		Exercise Price		of Issuance		Intrinsic Value
Balance, December 31, 2009		-		$	-	$	-	$	-	$	-

Granted		2,000,000			0.10		0.10		225,000		200,000
Cancelled		(-	)		-		-		-		-
Exercised		(-	)		-		-		-		-
Expired		-			-		-		-		-
Balance, December 31, 2010		2,000,000		$	0.10	$	0.10	$	225,000	$	200,000

Granted		4,483,332			0.10 – 1.00		0.18		623,750		423,333
Cancelled		(-	)		-		-		-		-
Exercised		(-	)		-		-		-		-
Expired		-			-		-		-		-
Balance, June 30, 2011		6,483,332		$	0.10 – 1.00	$	0.16	$	848,750	$	623,333

Vested and exercisable, June 30, 2011		2,896,666		$	0.10 – 1.00	$	0.14	$	457,750	$	284,666

Unvested, June 30, 2011		3,586,666		$	0.10 – 1.00	$	0.17	$	381,000	$	338,666

The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2011:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	0.10		6,233,332		9.63	$	0.10		2,846,666		9.63	$	0.14

$	1.00		250,000		2.65	$	1.00		50,000		2.65	$	1.00

NOTE 7 – RELATED PARTY TRANSACTIONS

Related parties

Related parties with whom the Company had transactions are:

Related Parties		Relationship

Robert Ellen		Chief Executive Officer of the Company

Elliot Goldman		Chief Operating Officer of the Company

Cameo Stars, LLC		An entity of which the CEO of the Company is a Co-Chairman

Trinad Management, LLC		A Stockholder of the Company

Loan receivable – related party & impairment loss

On April 4, 2011, the Company entered into a Loan Agreement (“Loan Agreement”) with Cameo Stars, LLC (“Cameo”), an entity of which the Chairman and CEO of the Company is a Co-Chairman. Pursuant to the Loan Agreement, the Company agreed to loan Cameo the principal amount of $250,000 in accordance with a senior promissory note issued to the Company on the same date (the “Note”). Principal and interest at 10% per annum are due April 4, 2012. The Loan Agreement provides a right of first refusal to the Company to consummate a Financing (as defined in the Loan Agreement) with Cameo or any of its affiliates at anytime while the principal balance remains outstanding under the Note.

In order to secure Cameo’s obligations under the Loan Agreement, the Company and Cameo entered into a Security Agreement (the “Security Agreement”), pursuant to which Cameo has granted the Company a security interest in substantially all of its assets.

In addition, Robert Ellin, Company’s Chief Executive Officer, agreed to provide strategic, operational, management and financial advice and consultation to Cameo, and serve as the Co-Chairman of the Board of Cameo. Cameo issued Mr. Ellin a five year warrant to purchase 1,349,851 common unit interests in Cameo with an exercise price of $0.01 per unit. The warrant may be cancelled by Cameo if Cameo satisfies its obligations under the Note within sixty (60) days of the issuance of the Note, or within thirty (30) days prior to the closing of a pending equity transaction of at least $2,000,000 of equity during the term of the warrant. The Loan Agreement, the Note, and the Security Agreement are attached as exhibits to this report and incorporated herein by reference.

Management uses estimated expected future cash flows to measure the recoverability of loan receivable held whenever events or circumstances indicate that such a measurement be made. Based on current information and events, the Company estimates it is probable that the Company will be unable to collect all amounts due in accordance with the terms of the loan agreement. As of June 30, 2011, the Company recorded impairment loss on the entire balance of $250,000 loan receivable.

Free office space

The Company has been provided office space by its principal stockholder at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Management service from stockholder

On March 21, 2011, effective January 1, 2011, the Company entered into a Management Agreement (“Management Agreement”) with Trinad Management, LLC (“Trinad”), a significant stockholder of the Company. Pursuant to the Management Agreement, Trinad has agreed to provide certain management services to the Company for a period of three (3) years expiring December 31, 2013, including without limitation the sourcing, structuring and negotiation of a potential business combination transaction involving the Company. Under the Management Agreement the Company will compensate Trinad for its services with (i) a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive three-month period during the term of the Agreement and with $1,000,000 due at the end of the 3 year term unless the Management Agreement is otherwise terminated earlier in accordance with its terms, and (ii) issuance of a Warrant to purchase 2,000,000 shares of the Company common stock at an exercise price of $0.10 per share (“Warrant”). The Company valued the warrant granted, using the Black-Scholes - pricing model with the following weighted-average assumptions:

Expected life (year)	10.00
Expected volatility	90	%
Risk-free interest rate	3.34	%
Dividend yield	0.00	%

The fair value of the warrant granted, estimated on the date of grant, was $360,000 and is being amortized over the period of service of three (3) years. The Company recorded $60,000 and $0 as stockholder services for the interim period ended June 30, 2011 and 2010, respectively.

The Company (i)(a) recorded $90,000 per quarter and accrued (i)(b) $83,333 per quarter for the $1,000,000, due at the end of the 3 year term; and (ii) recorded amortization of $30,000 per quarter for the fair value of the warrant issued on March 21, 2011 in connection with the Management Agreement per quarter, or $203,333 of management services per quarter in aggregate.

The management services from the significant stockholder for the interim period ended June 30, 2011 and 2010 were as follows:

	June 30, 2011		June 30, 2010
(i) (a) Quarterly management services billed or accrued	$	180,000	$	-

(i) (b) Long-term management services accrued	$	166,666	$	-

(ii) amortization of $30,000 per quarter of the fair value of the warrant issued	$	60,000	$	-

	$	406,666	$	-

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

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

Forward-Looking Statements

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

The forward-looking statements are based on various factors and were derived using numerous assumptions. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. In addition, the forward-looking statements contained herein represent our estimate only as of the date of this filing and should not be relied upon as representing our estimate as of any subsequent date. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

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

Description of Business

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

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

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

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

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

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

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

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

Management Agreement

On March 21, 2011, the Company entered into a Management Agreement (“Management Agreement”) with Trinad Management LLC. Pursuant to the Management Agreement, Trinad Management has agreed to provide certain management services to the Company for a period of three (3) years, including without limitation the sourcing, structuring and negotiation of a potential business combination transaction involving the Company. Under the Management Agreement the Company will compensate Trinad Management for its services with (i) a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive three-month period during the term of the Agreement and with $1,000,000 due at the end of the 3 year term the Management Agreement unless the Management Agreement is otherwise terminated earlier in accordance with its terms, and (ii) issuance of a warrant to purchase 2,000,000 shares of the Company common stock at an exercise price of $0.10 per share. The warrant may be exercised in whole or in part by Trinad Management at any time for a period of ten (10) years.

Cameo Stars

On April 4, 2011, Company entered into a loan agreement with Cameo Stars, LLC (“Cameo”), a private company engaged in a social entertainment platform that enables celebrities, as well as the stars and characters from leading entertainment companies and consumer brands, to make virtual cameo appearances branded social content. Consumers use the company’s applications to share and collect a variety of “social cameos” directly in their social network pages and mobile devices. Brands and entertainment companies use the Cameo platform to engage consumers with branded social content. Pursuant to the loan agreement, the Company advanced to Cameo $250,000 in accordance with a senior promissory note issued to the Company on the same date. Principal and interest at an annual rate of 10% is due on April 4, 2012. The loan agreement provides a right of first refusal to the Company to consummate a “financing” (as defined in the loan agreement) with Cameo or any of its affiliates at anytime while the principal balance remains outstanding. The note is secured by a security interest in substantially all of Cameo’s assets.

Liquidity and Capital Resources

As of June 30, 2011, the Company had assets equal to $538,712 comprised of cash, and office equipment. This compares with assets of $538,892, comprised of cash and office equipment as of December 31, 2010. The Company had current liabilities of $1,135,718, comprised of short term notes outstanding to investors, accounts payable and accrued expenses as of June 30, 2011. This compares with liabilities of $468,721 as of December 31, 2010.

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

On April 13, 2011, the Company entered into two securities purchase agreements with two investors pursuant to which the Company issued each investor a promissory note in the amount of $50,000 and a 10 year common stock warrant to purchase 166,667 shares of the Company's common stock at an exercise price of $0.10 per share. The notes mature on April 12, 2012, and are subject to interest at 10% per annum with principal and interest due upon maturity. The warrant vests over a period of one year, 20% on April 13, 2011 and 80% on January 1, 2012. The vesting of the warrant will accelerate to 100% upon a liquidity event or funding event as defined in the warrant.

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

Results of Operations

The Company has not conducted any active operations since inception. No revenue has been generated by the Company from July 25, 2007 (Inception) to June 30, 2011. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. These circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months is to continue its efforts to locate suitable acquisition candidates.

For the three months ended June30, 2011, the Company had a net loss of $784,236, consisting of professional fees $75,634, including legal, accounting, audit, and other professional service fees; general administrative expenses $17,121; consulting fees $118,630; management services $203,333; officer compensation $1,042; amortization of discount on notes $119,065, and impairment loss on loan receivable of $250,000.

For the three months ended June 30, 2010, the Company had a net loss of $9,786 comprised exclusively of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports and other transactional matters.

For the six months ended June 30, 2011, the Company had a net loss of $1,147,177 compared to a net loss of $14,786 for the six months ended June 30, 2010, consisting of professional fees including legal, accounting, audit, and other professional service fees and general administrative expenses incurred in relation to the filing of the Company’s periodic reports and its recent financial transactions, amortization of discount on notes, and equity instrument based compensation expenses.

For the cumulative period from July 25, 2007 (Inception) to June 30, 2011, the Company had a net loss of $1,396,515, comprised professional fees, including of legal, accounting, audit, other professional service fees and general administrative expenses incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form S-1, and the filing of the Company’s periodic reports, consulting fees, management services fees; officer compensation; amortization of discount on notes, and impairment loss on loan receivable.

Off-Balance Sheet Arrangements

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

Contractual Obligations

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

Going Concern

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2011, our disclosure controls and procedures were ineffective for the period ended June 30, 2011, subject to the two material weaknesses described below.

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

(i)

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

(ii)

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

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

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

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

Item 1A – Risk Factors

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

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

The transactions and related issuance of securities was pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D of the 1933 Act. No commissions were paid to any person in connection with these transactions.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – (Reserved)

Item 5 – Other Information

None.

Item 6 – Exhibits

Exhibit No.		Description
3.1		Certification of Incorporation (previously filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-1, filed with the SEC on April 28, 2008 and incorporated herein reference).

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

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

SIGNATURES

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

	NOBLE MEDICAL TECHNOLOGIES, INC.

Date: August 22, 2011	By:	/s/Elliot Goldman
		Elliot Goldman
		Chief Operating Officer
		(Principal Executive Officer)

Date: August 22, 2011	By:	/s/Tatiana Walker
		Tatiana Walker
		Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit Index

Exhibit No.		Description
3.1		Certification of Incorporation (previously filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-1, filed with the SEC on April 28, 2008 and incorporated herein reference).

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

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

Noble Medical Technologies, Inc. - FORM 10-Q - August 22, 2011

Attached files

Noble Medical Technologies, Inc. Reports