-----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, Qvg926Qtrwa38n0VFt2EX727aZA+c3H8JZDS6XiH5KLnBsK5Lk7VU7TeYWQAOxkJ CZTq1SGWADUGYV37evqV3g== 0000823070-04-000009.txt : 20040116 0000823070-04-000009.hdr.sgml : 20040116 20040116134711 ACCESSION NUMBER: 0000823070-04-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031130 FILED AS OF DATE: 20040116 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11061 FILM NUMBER: 04529295 BUSINESS ADDRESS: STREET 1: 21 INDUSTRIAL AVE CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2018181616 FORMER COMPANY: FORMER CONFORMED NAME: PNF INDUSTRIES INC DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: PORTAFONE INTERNATIONAL CELLULAR COMMUNICATIONS INC DATE OF NAME CHANGE: 19920128 FORMER COMPANY: FORMER CONFORMED NAME: NFW CAPITAL GROUP INC DATE OF NAME CHANGE: 19900427 10-Q 1 r10q1103.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 November 30, 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 (I.R.S. 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: 20,939,019 shares of Common Stock as of January 16,2004. 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. Financial Statements: Balance Sheets as of November 30, 2003(unaudited) and August 31, 2003 3 Statements of Operations for the Three Months ended November 30,2003 and 2002 and the period July 13, 1987 (date of inception) through November 30, 2003 (unaudited) 5 Statements of Cash Flows for the Three Months ended November 30, 2003 and 2002 and the period July 13, 1987 (date of inception) through November 30, 2003 (unaudited). 6 Notes to Unaudited Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Controls and Procedures 11 Part II - OTHER INFORMATION Item 1. Legal 11 Item 6. Exhibits and Reports on Form 8-K Signatures 12 Certification of Financial Information 13 Sarbanes-Oxley Act Section 906 Certification Exhibit 1 Page 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) BALANCE SHEETS November 30, August 31, 2003 2003 ----------- ---------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash $27,425 $ 197,161 Accounts receivable - trade 36,325 59,353 Inventories 96,567 54,067 Prepaid expenses and other current assets 46,820 46,747 Receivable for sale of tax loss carry forward 43,290 - --------- ---------- Total Current Assets 250,427 357,328 --------- ---------- EQUIPMENT, less accumulated depreciation 5,914 6,495 --------- ---------- OTHER ASSETS: Patents, less accumulated amortization of $1,524,665 at November 30, 2003 and $1,523,013 at August 31, 2003 8,366 10,018 Security deposits 24,879 19,379 ---------- --------- 33,245 29,397 ---------- --------- $ 289,586 $ 393,220 ========== ========== See accompanying notes to financial statements Page 3 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) BALANCE SHEETS November 30, August 31, 2003 2003 ----------- ---------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Settled liabilities $1,168,718 $1,168,718 Accounts payable and accrued expenses 724,276 830,287 Loans and advances payable to stockholders 9,970 16,470 Deferred salaries 1,376,401 1,362,743 Loans payable 204,652 204,652 Convertible Debentures 8% 430,000 200,000 ---------- --------- Total Current Liabilities 3,914,017 3,782,870 ---------- --------- LOAN PAYABLE 88,811 88,811 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIENCY): Common stock $.20 par value: Authorized - 50,000,000 shares Issued and outstanding -20,939,019 shares at November 30, 2003 and August 31, 2003 4,187,804 4,187,804 Capital in excess of par value 4,138,757 4,000,757 Deficit accumulated in the development stage (12,039,803) (11,667,022) ---------- ---------- Total Stockholders' Equity (Deficiency) (3,713,242 (3,478,461) ---------- ---------- $ 289,586 $ 393,220 ========== ========== 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 Three Months Inception) Ended November 30, through 2003 2002 November 30, 2003 ---------- ------ ---------- (UNAUDITED) (UNAUDITED) NET SALES $ 73,443 $ 101,593 $ 1,803,427 ---------- ---------- ---------- COSTS AND EXPENSES: Cost of sales 30,683 52,636 941,114 Write-down of excess inventory - - 55,000 General and administrative 299,266 238,617 15,328,549 ---------- ---------- ---------- 329,949 291,253 16,324,663 ---------- --------- ---------- LOSS FROM OPERATIONS (256,506) (189,660) (14,521,236) ---------- ---------- ---------- OTHER EXPENSES: Interest expense 159,640 37,088 1,913,921 Interest income ( 75) (75) (24,515) Reorganization items - - 365,426 Litigation settlement - - 198,996 ---------- ---------- ---------- 159,565 37,013 2,453,828 ---------- ---------- ---------- LOSS BEFORE DISCONTINUED OPERATION AND EXTRAORDINARY ITEM (416,071) (226,673) (16,975,064) DISCONTINUED OPERATIONS - - (1,435,392) ---------- ---------- ---------- LOSS BEFORE EXTRAORDINARY ITEM (416,071) (226,673) (18,410,456) EXTRAORDINARY ITEM - Gain on debt discharge - - 507,952 ---------- ---------- ---------- LOSS BEFORE INCOME TAXES (416,071) (226,673) (17,902,504) DEFERRED INCOME TAX BENEFIT 43,290 179,719 636,574 ---------- ---------- ---------- NET LOSS $ (372,781) $ (46,954) $(17,265,930) ========== ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 20,939,019 20,627,530 ========== ========== BASIC AND DILUTED EARNINGS LOSS PER COMMON SHARE $ (0.02) $ (0.00) ========== ========== See accompanying notes to financial statements Page 5 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS
July 13, 1987 (Date of For the Three Months Inception) Ended November 30, through 2003 2002 November 30, 2003 --------- --------- ---------- (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (372,781) (46,954) $(17,265,930) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 2,233 2,234 1,846,114 Extraordinary gain on debt discharge - - (507,952) Amortization of interest expense for settled liabilities - - 634,522 Amortization of interest expense for discount on convertible debentures 138,000 - 298,000 Amortization of interest expense for discount on note payable - - 38,781 Revaluation of assets and liabilities to fair value - - 482,934 Litigation settlement - - 198,996 Common stock issued in exchange for services - (44,000) 141,780 Repricing of warrants - Write-down of excess inventory - - 55,000 Warrants issued for consulting services - - 25,000 Changes in operating assets and liabilities (net of effects from reverse purchase acquisition) Accounts receivable - trade 23,028 23,668 (36,325) Inventories (42,500) 16,800 (151,567) Prepaid expenses (73) 11,526 (46,820) Receivable for sale of state tax loss carryforward (43,290) (179,719) ( 43,290) Accounts payable and accrued expenses(106,011) 60,012 3,561,459 Security deposits (5,500) - (24,879) Deferred salaries 13,658 82,537 1,376,701 Obligation from discontinued operations - - 51,118 ---------- --------- ---------- Net cash flows from operating activities (393,236) (73,896) (9,230,711) ---------- --------- ---------- 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 statements Page 6 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS
July 13,1987 (Date of For the Three Months Inception) Ended November 30, through 2003 2002 November 30, 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 on settled liabilities - - (2,884,416) Proceeds from issuance of common stock, net of related expenses - - 8,724,943 Payments on advances from stockholders (6,500) - (67,250) Loans and advances from stockholders - - 79,053 Interest accrued on loans from stockholders - - (8,053) Proceeds from issuance of convertible debentures 230,000 - 2,366,002 Proceeds from short-term loans - 75,000 293,463 ---------- ---------- --------- Net cash flows from financing activities 223,500 75,000 9,981,061 ---------- ---------- --------- NET CHANGE IN CASH (169,736) 1,104 27,425 CASH AT BEGINNING OF PERIOD 197,161 483 - ---------- ---------- ---------- CASH AT END OF PERIOD $ 27,425 $ 1,587 $ 27,425 ========== ========== ========== SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 1,154 $ - $ 81,407 ========== ========== ========== Income taxes paid (received) - - (593,284) ========== ========== ========== Common stock issued in exchange for settlement of debt $ - $ - $2,439,816 ========== ========== ========== Common stock issued in exchange for subscriptions receivable $ - $ - $ 95,000 ========== ========== ========== Common stock issued in exchange for services $ - $ - $ 131,700 ========== ========== ==========
See accompanying notes to financial statements Page 7 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 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, 2003 (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 would not be available. Page 8 NOFIRE TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 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 - CONVERTIBLE DEBENTURES: Between September and November 2003, the Company issued to six accredited investors, $230,000 of convertible debentures which mature between May and October 2004 bearing interest at 8%. The debentures, entitle the holders, to convert the debt into common stock at a rate of one share for each $0.30 principal amount plus any outstanding accrued interest. In conjunction with this transaction, the Company issued warrants to the six investors, to purchase a total of 1,165,000 shares of the Company's common stock for $0.30-$0.32, expiring in five years. The warrants vested immediately. The value, attributed to the warrants issued along with the debenture transactions above, totaling $138,000, has been charged to interest expense. During the quarter ended November 30, 2003 warrants for the purchase of 1,330,250 shares of the Company's common stock expired unexercised. Note 5- STOCK-BASED COMPENSATION The Company follows the intrinsic value method of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options because, in the opinion of management, Financial Accounting Standards Board Statement No. 123, Accounting for Stock-Based Compensation" (FAS 123) requires use of option valuation models that were not developed for use in valuing employee stock options. FAS 123 permits a company to elect to follow the intrinsic value method of APB 25 rather than the alternative fair value accounting provided under FAS 123, but requires pro forma net income (loss) and earnings (loss) per share disclosures as well as various other disclosures. The Company has adopted the disclosure provisions required under Financial Accounting standards Board Statement No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure " (FAS 148). There were no awards of stock-based compensation granted or outstanding during the 3 months ended November 30,2003 and 2002. NOTE 6- SUBSEQUENT EVENTS In December of 2003 the Company issued five-year warrants to purchase a total of 165,000 shares of the Company's common stock to three employees and two individual at an exercise price of $0.30 per share. The warrants vested immediately. In December 2003, warrants for the purchase of 1,458,000 shares of the Company's common stock expired unexercised. Page 9 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 has been 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. COMPARISON THREE MONTHS ENDED NOVEMBER 30, 2003 AND NOVEMBER 30, 2002 Sales of $73,443 for the three months ended November 30, 2003 represented an decrease of 28% from the $101,593 for the comparable three-month period of the prior year. Cost of goods sold during the same periods decreased 42% from $52,636 to $30,683 resulting in a gross profit of $42,760 compared to $48,957 in the prior year. Selling, general and administrative expenses for the three months ended November 30, 2003 was $299,266, representing an increase of $60,649 or 25% from the $238,617 of the similar period of the prior year. The most significant changes were increases of $26,000 in professional fees and $44,000 in the repricing of warrants and decreases of $32,000 in officer's salaries. Page 10 During the quarters ended November 30, 2003 and 2002 the Company realized approximately $43,000 and $180,000, respectively, through the sale of a portion of its New Jersey Net Operating Loss Carry Forward under a program sponsored by that state. LIQUIDITY AND CAPITAL RESOURCES At November 30, 2003 the Company had cash balances of $ 27,425. In order to fund continuing operations during the three months ended on that date, the Company issued to six accredited investors $230,000 worth of convertible debentures which mature between September and November 2004 bearing interest at 8%. The debentures entitles the holders, to convert the debt into common stock at a rate of one share for each $0.30 principal amount plus any outstanding accrued interest. The Company has deferred payment of $1,168,718 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. 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 internal controls. 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 November 30, 2003. Page 11 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: January 16,2004 NoFire Technologies, Inc. By: /s/ Samuel Gottfreid Sam Gottfreid Chief Executive Officer By: /s/ Sam Oolie Sam Oolie Chairman of the Board, Chief Financial Officer Page 12 I, Sam Oolie, certify that: 1. I have reviewed this annual report on Form 10-KSB of NoFire Technologies, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual 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 annual 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 annual 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): Page 13 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: January 16, 2004 /s/Sam Oolie ------------- - -------------- Sam Oolie, Chief Financial Officer Page 14 I, Samuel Gottfried certify that: 1. I have reviewed this annual report on Form 10-KSB of NoFire Technologies, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual 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 annual 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 annual 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): Page 15 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 annual 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: January 16,2004 /s/ SamuelGottfreid --------------------- Samuel Gottfreid -------------------- 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 Quarter ended November 30, 2003 of the Company fully complies with the requirements of section 13 (a) or 15 (d) of the Securities 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: January 16, 2004 /s/ Samuel Gottfreid ------------------- Chief Executive Officer Dated: January 16, 2004 /s/ Sam Oolie ----------------------- Chief Financial Officer EXHIBIT 1 -----END PRIVACY-ENHANCED MESSAGE-----