-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SFy7ymewEJG3JlekupR7YtOhT5QNcKRho7fVkZpv9avrHKwobvhuwCMyWZws9lf4 SoLV/4VcKU4yzyX6Q7t3dw== 0000823070-03-000022.txt : 20030418 0000823070-03-000022.hdr.sgml : 20030418 20030418143210 ACCESSION NUMBER: 0000823070-03-000022 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030228 FILED AS OF DATE: 20030418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOFIRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000823070 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 223218682 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19945 FILM NUMBER: 03655626 BUSINESS ADDRESS: STREET 1: 21 INDUSTRIAL AVE CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2018181616 FORMER COMPANY: FORMER CONFORMED NAME: NFW CAPITAL GROUP INC DATE OF NAME CHANGE: 19900427 FORMER COMPANY: FORMER CONFORMED NAME: PORTAFONE INTERNATIONAL CELLULAR COMMUNICATIONS INC DATE OF NAME CHANGE: 19920128 FORMER COMPANY: FORMER CONFORMED NAME: PNF INDUSTRIES INC DATE OF NAME CHANGE: 19950913 10QSB/A 1 r10q0203.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ Commission File Number: 0-19945 NoFire Technologies, Inc. ------------------------- (Name of small business issuer in its charter) Delaware 22-3218682 --------- ----------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 21 Industrial Avenue, Upper Saddle River, New Jersey 07458 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (201) 818-1616 ------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 --- --- Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by the Court. YES X NO --- --- State the number of shares of each of the issuer's classes of common equity outstanding at the latest practicable date: 20,622,352 shares of Common Stock as of April 09,2003. Transitional Small Business Disclosure Format (check one): YES NO X --- -- Page 1 NOFIRE TECHNOLOGIES, INC. FORM 10-QSB INDEX PART I - FINANCIAL INFORMATION PAGE Item 1. Unaudited Financial Statements: Balance Sheets as of February 28, 2003 (unaudited) and August 31, 2002 3 Statements of Operations for the Six Months ended February 28, 2003 and 2002 and the Three months ended February 28, 2003 and 2002 and the period July 13,1987 (date of inception) through February 28, 2003(unaudited) 5 Statements of Cash Flows for the Six Months ended February 28, 2003 and 2002 and the period July 13,1987 (date of inception) through February 28,2003 (unaudited) 6 Notes to Unaudited Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Controls and Procedures 13 Part II - OTHER INFORMATION Item 1. Legal 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 14 Certification of Financial Information 15 Sarbanes-Oxley Act Section 906 Certification Exhibit Page 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) BALANCE SHEETS February 28, August 31, 2003 2002 ----------- ---------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 23,596 $ 483 Accounts receivable - trade 6,832 26,086 Inventories 106,785 138,285 Prepaid expenses and other current assets 46,595 52,219 --------- ---------- Total Current Assets 183,808 217,073 --------- ---------- EQUIPMENT, less accumulated depreciation 7,657 8,819 --------- ---------- OTHER ASSETS: Patents, less accumulated amortization of $1,519,708 at February 28, 2003 and $1,516,404 at August 31, 2002 13,323 16,627 Security deposits 19,379 19,379 ---------- --------- 32,702 36,006 ---------- --------- $224,167 $ 261,898 ========== ========== See accompanying notes to financial statements Page 3 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) BALANCE SHEETS February 28, August 31, 2003 2002 ----------- ---------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Settled liabilities $1,178,432 $1,178,432 Accounts payable and accrued expenses 1,156,460 1,022,456 Loans, and advances payable to stockholders 11,070 10,550 Deferred salaries 1,213,047 1,071,639 Loans Payable less unamortized discount of $18,071 at February 28, 2003 186,581 60,000 ---------- --------- 3,745,590 3,343,077 ---------- --------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIENCY): Common stock $.20 par value: authorized - 50,000,000 shares issued and outstanding 20,622,352 shares at February 28,2003 and 20,627,530 at August 31, 2002 4,125,506 4,125,506 Capital in excess of par value 3,359,215 3,352,919 Deficit accumulated in the development stage (11,006,144) (10,559,604) ---------- ---------- Total Stockholders' Equity (Deficiency) (3,521,423) (3,081,179) ---------- ---------- $ 224,167 $ 261,898 ========== ========== See accompanying notes to financial statements Page 4 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS
July 13, 1987 (Date of For the Six Months For the Three Months Inception) Ended February 28, Ended February 28, through 2003 2002 2003 2002 February 28,2003 ---------- ---------- ---------- --- - ------- -------- (UNAUDITED) (UNAUDITED) (UNAUDITED) NET SALES $ 187,853 $ 103,758 $ 86,260 $ 42,670 $ 1,490,053 ---------- ---------- ---------- --- - ------- -------- COSTS AND EXPENSES: Cost of sales 88,423 56,676 35,787 22,638 770,165 Write-down of excess inventory - - - - - 55,000 General and administrative 560,995 584,910 322,378 297,270 14,434,769 Severance 82,500 - 82,500 - - 82,500 ---------- ---------- --------- --- - ------- -------- 731,918 641,586 440,665 319,908 15,342,434 ---------- - --------- ---------- -- - -------- ------- LOSS FROM OPERATIONS (544,065) (537,828) (354,405) (277,238) (13,852,381) ---------- ---------- ---------- --- - ------- -------- OTHER EXPENSES: Interest expense 83,182 62,157 46,094 29,528 1,505,602 Interest income (150) (304) (75) (202) (24,290) Reorganization items - - - - - 365,426 Litigation settlement - - - - - 198,996 ---------- ---------- ---------- --- - ------- -------- 83,032 61,853 46,019 29,326 2,045,734 ---------- ---------- ---------- --- - ------- -------- LOSS BEFORE DISCONTINUED OPERATIONS AND EXTRAORDINARY ITEM (627,097) (599,681) (400,424) (306,564) (15,898,115) DISCONTINUED OPERATIONS - - - - - (1,435,392) ---------- ---------- ---------- --- - ------- -------- LOSS BEFORE EXTRAORDINARY ITEM (627,097) (599,681) (400,424) (306,564) (17,333,507) EXTRAORDINARY ITEM - Gain on debt discharge - - - - - 507,952 ---------- ---------- ---------- --- - ------- -------- LOSS BEFORE INCOME TAXES (627,097) $ (599,681) $ (400,424) $ (306,564) $(16,825,555) DEFERRED INCOME TAX BENEFIT 180,557 205,960 838 - - 593,284 ---------- ---------- ---------- --- - ------- -------- NET LOSS $ (446,540)$ (393,721) $ (399,586) $ (306,564) $(16,232,271) ========== ========== ========== ========== ========== (LOSS) PER SHARE, BASIC AND DILUTED $ (0.02) $ (0.02) $ (0.02) $ (0.02) ========== ========== ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 20,625,372 19,820,430 20,623,215 19,820,430 ========== ========== ========== ==========
See accompanying notes to financial statements Page 5 NOFIRE TECNOLOGIES, INC (A Development Stage Company) STATEMENTS OF CASH FLOWS
July 13, 1987 (Date of For the Six Months Inception) Ended February 28, through 2003 2002 February 28, 2003 --------- --------- ---- - ------ (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (446,540) $ (393,721) $(16,232,271) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 4,466 4,466 1,839,414 Extraordinary gain on debt discharge - - (507,952) Amortization of interest expense for settled liabilities - - 634,522 Amortization of interest expense for discount on note payable 7,225 13,484 20,709 Revaluation of assets and liabilities to fair value - - 482,934 Litigation settlement - - 198,996 Common stock issued in exchange for services - - 141,780 Warrants issued in exchange for services 25,000 25,000 Repricing of warrants (44,000) - - Write-down of excess inventory - - 55,000 Changes in operating assets and liabilities (net of effects from reverse purchase acquisition) Accounts receivable - trade 19,254 9,368 (6,832) Inventories 31,500 44,573 (161,785) Prepaid expenses and other current Assets 5,624 (4,134) (46,595) Accounts payable and accrued expenses 134,004 101,415 3,635,451 Security deposits - - (19,379) Deferred salaries 141,408 153,034 1,213,347 Obligation from discontinued operations - - 51,118 ---------- --------- ---- - ------ Net cash flows from operating activities (122,059) (71,515) (8,676,543) ---------- --------- ---- - ------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment - - (40,712) Increase in patent costs - - (164,320) Acquisition accounted for as a reverse purchase - - (517,893) ----------- --------- ---- - ------ Net cash flows from investing activities - - (722,925) ----------- --------- ---- - ------
See accompanying notes to financial statement Page 6 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS
July 13,1987 (Date of For the Six Months Inception) Ended February 28, through 2003 2002 February 28,2003 --------- --------- ---- - ------ (UNAUDITED) (UNAUDITED) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt - - 1,506,113 Principal Payments on notes payable - - (75,000) Principal Payment of settled liabilities (8,564) (2,884,416) Proceeds from issuance of common stock, net of related expenses - - 8,724,943 Payments on advances from stockholders - - (60,750) Loans and advances from stockholders 520 79,573 Interest accrued on loans from stockholders - - (8,053) Proceeds from issuance of convertible debentures - - 1,936,002 Proceeds from short-term loans 144,652 60,000 204,652 ---------- ---------- ----- - ----- Net cash flows from financing activities 145,172 51,436 9,423,064 ---------- ---------- ----- - ----- NET CHANGE IN CASH 23,113 (20,079) 23,596 CASH AT BEGINNING OF PERIOD 483 44,412 - - ---------- ---------- ----- - ----- CASH AT END OF PERIOD $ 23,596 $ 24,333 $ 23,596 ========== ========== ========== SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 6,292 $ 4,393 $ 86,545 ========== ========== ========== Income taxes paid (benefit) $ - $ (205,960) $ (412,727) ========== ========== ========== Common stock issued in exchange for settlement of debt and accrued interest $ - $ - $2,439,816 ========== ========== ========== Common stock issued in exchange for subscriptions receivable $ - $ - $ 95,000 ========== ========== ========== Common stock issued in exchange for services $ $ $ 141,780 ========== ========== ==========
See accompanying notes to financial statements Page 7 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) February 28, 2003 NOTE 1 - Basis of Presentation: The balance sheet at the end of the preceding fiscal year has been derived from the audited balance sheet contained in the Company's Form 10-KSB for the year ended August 31, 2002 (the "10-KSB")and is presented for comparative purposes. All other financial statements are unaudited. In the opinion of management, all adjustments which include only normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The results of operations for interim periods are not necessarily indicative of the operating results for the full year. Footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and notes thereto included in the 10-KSB for the most recent fiscal year. Loss per Share - Loss per share is based on the weighted average number of shares outstanding during the periods. The effect of warrants outstanding is not included since it would be anti-dilutive. NOTE 2 - Reorganization: The Company owned 89% of the outstanding common stock of both No Fire Ceramic Products, Inc. and No Fire Engineering, Inc. together with an option to acquire the remaining 11% of such stock. Both of those subsidiaries were dissolved during the fiscal year ended August 31, 1997. Under a Chapter 11 proceeding, the Bankruptcy Court confirmed a Plan of Reorganization for the Company which became effective on August 11, 1995. Claims of creditors, to the extent allowed under the Plan, were required to be paid over a four year period. NOTE 3 - Management's Actions to Overcome Operating and Liquidity Problems: The Company's financial statements have been presented on the going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's viability as a going concern is dependent upon its ability to achieve profitable operations through increased sales and/or obtaining additional financing. Without achieving these, there is substantial doubt about the company's ability to continue as a going concern. The Company has a liability for settled claims payable to creditors in connection with its reorganization under the Plan. Without the achievement of profitable operations or additional financing, funds for repayment are not available. Page 8 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS February 28, 2003 Management believes that successful passing of stringent tests, obtaining various civil and government approvals, and actions it has undertaken to revise the Company's operating and marketing structure should provide it with the opportunity to generate revenues needed to realize profitable operations and to attract the necessary financing and/or capital for the payment of outstanding obligations. NOTE 4 - Warrants and Loans payable: In January 2003, the Company issued warrants to three employees to purchase a total of 80,000 shares of the Company's common stock for $0.25 per share,expiring in five years. The warrants vested immediately. In February 2003, the Company received $90,000 from an accredited investor, in exchange for a note, payable with an additional $5,000 representing interest no later than April 30, 2003. The note is collateralized by a security interest in funds to be received from certain future sales. The Company also granted, to the accredited investor, a warrant for the purchase of 50,000 shares of the Companys common stock at an exercise price of $0.25. Accordingly, the note has been discounted to reflect the issuance of the warrants In February 2003, the Company received $54,652 from another accredited investor,in exchange for a note, bearing interest at 18% and payable no later than May 30,2003. The note is personally guaranteed by the Chief Financial Officerof the Company and is collateralized by a security interest in funds to be received from certain future sales. The Company also granted, to the accreditedinvestor, a warrant for the purchase of 100,000 shares of the Company's commonstock at an exercise price of $0.20. Accordingly, the note has been discounted to reflect the issuance of the warrants. During the quarter ended February 28, 2003, warrants to purchase 1,154,350 shares of the Company's common stock expired unexercised. William A. Retz, R. Adm., USN (Ret) resigned effective January 2, 2003 as Chief Executive Officer, director, and employee of the Company for personal reasons. Admiral Retz has not had any disagreements with the management of the Company. The Company reached a severance agreement with Admiral Retz whereby he will receive $82,500. The Company also accelerated the vesting of warrants to purchase 200,000 shares of the Company's common stock at $0.5625 per share: 100,000 as per terms of Retz's employment contract and 100,000 in lieu of a bonus. In February 2003 the Company entered into a consulting agreement with Admiral Retz for the period of one year, whereby he will receive $3,000 per month from February 1, 2003 to July 31, 2003 and $5,000 per month from August 1, 2003 to January 31, 2004. In conjunction with this agreement the Company accelerated the vesting of warrants to purchase 100,000 shares of the Company's common stock at $0.5625 per share. Accordingly $25,000 has been charged to consulting expense for the period. Page 9 Note 5- Subsequent Event: In March 2003 the Company borrowed $82,500 from a stockholder. The note bears interest at 6.00% and is payable by December 31, 2004. The note is collateralized by a security interest in two of the Company's patents. The proceeds were used to pay the severence owed to Admiral Retz. Page 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company continued its product development and application testing, and now has numerous certifications for specific applications. Since August 1995, the Company has applied for eight patents, five of which have been issued. The other three are pending. Additionally, one patent has been purchased by the Company. The Company is substantially increasing its marketing efforts principally by retaining the services of specialized distribution firms. The Company's management believes that marketing efforts to date have brought the Company closer to achieving greater sales for applications in many diverse industries including: military, maritime, wood products, structural steel and nuclear power plants. Significant tests have been passed and approvals received to qualify the Company's products in naval and other military and governmental applications. Aggressive marketing efforts are underway to obtain orders in these applications. Obstacles encountered in obtaining orders for most applications are the continuing tests and approvals required, competition against well established and better capitalized companies, cost, the slow process of specifying new products in highly regulated industrial applications, and the decisions not to use any fire retardant product. In general, the Company's products perform their intended uses well and are in a form that is safe and easy to use. The Company's most pressing need continues to be cash infusion as discussed below in the section on Liquidity and Capital Resources. The Company is limiting its research and development efforts in order to concentrate on sales of existing products. While new market opportunities frequently arise, the Company has opted to concentrate on targeting sales of present products rather than developing new products. Efforts to establish additional U.S. distributors are being accelerated. Additional efforts are also being directed to increase international sales by establishing distributor relationships in strategic locations throughout the industrialized world. The number of manufacturing and quality control employees will increase with increased production. The salaried administrative and marketing staff will be evaluated and may be increased to support sales and marketing initiatives. Additional support for direct sales is expected to be provided by independent commission agents or employees compensated principally by commission. William A. Retz, R. Adm., USN (Ret) resigned effective January 2, 2003 as Chief executive officer, director, and employee of the Company for personal reasons. Admiral Retz has not had any disagreements with the management of the company. The Company reached a severance agreement with Admiral Retz whereby he will receive $82,500. The Company also accelerated the vesting of warrants to purchase 200,000 shares of the Company's common stock at $0.5625 per share: 100,000 as per terms of Retz's employment contract and 100,000 in lieu of a bonus. In February 2003 the Company entered into a consulting agreement with Admiral Retz for the period of one year, whereby he will receive $3,000 per month from February 1, 2003 to July 31, 2003 and $5,000 per month from August 1, 2003 to January 31, 2004. In conjunction with this agreement the Company accelerated the vesting of warrants to purchase 100,000 shares of the Company's common stock at $0.5625 per share. Accordingly $25,000 has been charged to consulting expense for the period. Page 11 COMPARISON SIX MONTHS ENDED FEBRUARY 28, 2003 AND FEBRUARY 28, 2002 Sales of $187,853 for the six months ended February 28, 2003 represented a increase of $84,095 or 81% from the $103,758 of the comparable six-month period of the prior year. The increase was obtained mainley through sales to new customers. Cost of goods sold during the same periods were $88,423 compared to $56,676, resulting in a gross profit of $99,430 comparedto $47,082 in the prior year. General and administrative expenses for the six months ended February 28, 2003 were $560,995 representing a decrease of $23,915 or 4.1% from the $584,910 of the similar period of the prior year. The most significant changes were increases in rent,payroll taxes,consulting and insurance of $5,468, $10,165, $77,125 and $5,379 respectively and decrease in repricing of warrants of $44,000 and officers salaries of $20,148. During the six months ended in both 2003 and 2002, the Company realized approximately $181,000 and $206,000 respectively through the sale of a portion of its New Jersey Net Operating Loss Carryforward under a program sponsored by that state. COMPARISON THREE MONTHS ENDED FEBRUARY 28, 2003 AND FEBRUARY 28, 2002 Sales of $86,260 for the three months ended February 28, 2003 represented a increase of $43,590 or 102% from the $42,670 for the comparable three-month period of the prior year. The increase was obtained mainley through sales to new customers . Cost of goods sold for the same periods increasd to $35,787 from $22,638, resulting in a gross profit of $50,473 compared to $20,032 in the similar period of the prior year. General and administrative expenses for the three months ended February 28, 2003 were $322,378 representing a increase of $25,108 from the $297,270 of the similar period of the prior year. The most significant change was an increase in consulting expense of $25,000 Page 12 LIQUIDITY AND CAPITAL RESOURCES At February 28, 2003 the Company had cash balances of $23,596.In order to fund continuing operations during the six months ended on that date, the Company borrowed approximately $145,000 from two accredited investors. These loans are secured by future receivables with $90,000 due by April 30,2003 and $55,000 by May 30, 2003. The Company has deferred payment of $1,178,939 of the installments of the Chapter 11 liability to unsecured creditors that were due in September 1996, 1997, 1998 and 1999. Of that deferred amount, $790,686 is due to officers and directors of the Company. In order to pay those liabilities and meet working capital needs until significant sales levels are achieved, the Company will continue to explore alternative sources of funding including exercise of warrants, bank and other borrowings, issuance of convertible debentures, issuance of common stock to settle debt, and the sale of equity securities in a public or private offering. There is no assurance that the Company will be successful in securing requisite financing In March 2003 the Company borrowed $82,500 from a stockholder.The note bears interest at 6.00% and is payable by December 31, 2004. The note is collaterialized by a security interest in two of the Company's patents. The proceeds were used to pay the severence owed to Admiral Retz. Part 1, Item 3. Controls and Procedures Within the 90-day period prior to the date of this report, our Chief Executive Officer and Chief Financial Officer performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to effectively identify and timely disclose important information. They concluded that the controls and procedures were effective. Since the date of the evaluation, we have made no significant changes in our internal controls or in other factors that could significantly affect our interna Page 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 1- Sarbanes-Oxley Act Section 906 Certification No reports on Form 8-K were filed during the quarter ended February 28, 2003. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 15,2003 NoFire Technologies, Inc. By: /s/ Samuel Gottfried ---------------- Samuel Gottfried Chief Executive Officer By: /s/ Sam Oolie -------- - --- Sam Oolie Chief Financial Officer Page 14 I, Sam Oolie, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of NoFire Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I indicated in this quarterly report that there were no significant changes in internal controls or in other factors that could significantly affect internal control subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date:April 15, 2003 /s/Sam Oolie --------------------------- Sam Oolie Chief Financial Officer Page 15 I, Samuel Gottfried certify that: 1. I have reviewed this quarterly report on Form 10-QSB of NoFire Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5.The registrant's other certifying officers and I have disclosed,based on our most recent evaluation, to the registrant's board of directors(or persons performing the equivalent functions a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 15, 2003 /s/ Samuel Gottfried --------------------- Samuel Gottfried Chief Executive Officer Page 16 CERTIFICATION Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of NoFire Technologies, Inc., a Delaware corporation the company), does hereby certify, to the best of such officer's knowledge and belief, that: The Quarterly Report on Form 10-QSB for the the Six Months ended February 28, 2003of the Company fully complies with the requirements of section 13 (a) or 15 (d) of theSecurities Exchange Act of 1934: and The information contained in the Form 10-QSB fairly presents in all material respects, the financial condition and results of operations of the Company. Dated: April 15,2003 /s/ Samuel Gottfried -------------------- Chief Executive Officer Dated: April 15,2003 /s/ Sam Oolie -------------------- Chief Financial Officer Exhibit 1 -----END PRIVACY-ENHANCED MESSAGE-----