SC TO-C 1 r8k1104.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 3,2004 ------------- Nofire Technologies, Inc ----------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-19945 22-3218682 -------- --------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 21 Industrial Ave, Upper Saddle River, New Jersey 07458 --------------------------------------------------- (Address of principal executive offices; zip code) Registrant's telephone number, including area code (201) 818-1616 -------------- ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT (a) (1) See below (2) On November 1, 2004, the company agreed to a conversion of debt whereby certain officers, directors and creditors converted 8% convertible debentures into common stock at $0.14 per share. In addition these individuals have the right to purchase warrants at an amount equal to 3 times the conversion amount. The following is a list of individuals Converted Debt Stock Warrants* Sam Oolie 539,000 3,902,318 11,706,954 Sam Gottfried 498,000 3,605,481 10,816,443 Alphonso Margino 275,000 1,990,978 5,972,934 Gerald Litwin 258,000 1,867,900 5,603,700 Bernard Koster 15,292 110,713 332,139 Mitchell Goldstone 25,000 180,998 542,994 --------- ---------- ----------- 1,610,292 11,658,388 34,975,164 *Not convertible in that they are subject to increases in common stock. (3) After these transactions have been recorded the group has a beneficial interest of 46.2% in the company. Warrants are not included in this percentage. (4) See (2) above (5) No loans or pledges were obtained by the acquiring group. (6) None (7) No arrangements or understandings were obtained with respect to election of directors. (b) No arrangements are known to the registrant, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the registrant. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nofire Technologies Inc Date: November 3 2004 by: /s/Samuel Gottfreid ----------------- Chief Executive Officer by: /s/Sam Oolie Date: November 3, 2004 --------------------- Chief Financial Officer