-----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, Lxmnu+tf9dw/GnwQHOgy8+Ylk0Q4y7Ebbo2d3bXnGuTLC7ES3wdUPNV2UilWOjTv iedL0D1CsAr95DWrS1SyoQ== 0000823070-06-000014.txt : 20060419 0000823070-06-000014.hdr.sgml : 20060419 20060419123114 ACCESSION NUMBER: 0000823070-06-000014 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060228 FILED AS OF DATE: 20060419 DATE AS OF CHANGE: 20060419 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11061 FILM NUMBER: 06766517 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 10QSB 1 r10qsb0206.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, 2006 [] 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: 35,156,622 shares of Common Stock as of April 11, 2006 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 February 28, 2006(unaudited) and August 31, 2005 3 Statements of Operations for the Six Months and Three months ended February 28, 2006 and 2005 (unaudited) 5 Statements of Cash Flows for the Six Months ended February 28, 2006 and 2005. (unaudited) 6 Notes to Unaudited Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Controls and Procedures 13 Part II - OTHER INFORMATION Item 1. Legal 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 6. Exhibits 14 Signatures 14 Certification of Financial Information Exhibits 31.1 31.2 Sarbanes-Oxley Act Section 906 Certification Exhibits 32.1 32.2 Page 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NOFIRE TECHNOLOGIES, INC. BALANCE SHEETS February 28, August 31, 2006 2005 ----------- ---------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 2,055 $14,099 Accounts receivable - trade 19,823 5,313 Inventories 77,247 81,628 Prepaid expenses and other current assets 43,321 6,645 --------- ---------- Total Current Assets 142,446 107,685 --------- ---------- EQUIPMENT, less accumulated depreciation 1,875 2,665 --------- ---------- OTHER ASSETS: Security deposits 28,048 26,000 ---------- --------- 28,048 26,000 ---------- --------- $ 172,369 $136,350 ========== ========== See accompanying notes to financial statements Page 3 NOFIRE TECHNOLOGIES, INC. BALANCE SHEETS February 28, August 31, 2006 2005 ----------- ---------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Settled liabilities $ 378,031 $ 378,031 Accounts payable and accrued expenses 1,086,425 841,036 Loans and advances payable to Stockholders 426,634 408,610 Deferred salaries 1,649,552 1,440,445 Loans payable 326,213 279,300 Convertible Debentures 8% 469,928 469,928 ---------- -------- Total Current Liabilities 4,336,783 3,817,350 ---------- -------- LONG TERM LIABILITY - - STOCKHOLDERS' EQUITY (DEFICIENCY): Common stock $.01 par value: Authorized - 150,000,000 shares Issued and outstanding 35,056,622 shares at February 28, 2006 and 34,802, 622, as of August 31, 2005 350,566 348,066 Capital in excess of par value 13,339,845 13,160,269 Unearned compensation 0 (3,675) Accumulated Deficit (17,854,825) (17,185,660) ---------- ---------- Total Stockholders' Equity (Deficiency) (4,164,414) (3,681,000) ---------- ---------- $ 172,369 $ 136,350 ========== ========== See accompanying notes to financial statements Page 4 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS
For the Six Months For the Three Months Ended February 28, Ended February 28, 2006 2005 2006 2005 ---------- ------ ------ ------ (UNAUDITED) (UNAUDITED) NET SALES $ 162,347 $ 189,913 $ 100,116 $ 73.639 ---------- --------- ---------- ---------- COSTS AND EXPENSES: Cost of sales 77,416 108,779 41,184 40,480 Research and development costs 20,111 21,967 20,111 11,558 General and administrative 516,019 538,838 289,027 262,470 ---------- ---------- ----------- ---------- 613,546 669,584 350,322 314,508 ---------- --------- ----------- ---------- LOSS FROM OPERATIONS (451,199) (479,671) (250,206) (240,869) ---------- ---------- ----------- ---------- OTHER EXPENSES: Interest expense 253,709 178,255 77,878 61,393 Interest income - (154) - (75) ---------- ---------- ------------ ---------- 253,709 178,101 77,878 61,318 ---------- ---------- ------------ ---------- LOSS BEFORE INCOME TAXES (704,948) (657,772) (328,084) (302,187) DEFERRED INCOME TAX BENEFIT 35,783 49,928 73 - ---------- ---------- ------------- ---------- NET LOSS $ (669,165) $ (607,844) (328,157) $(302,187) ========== ========== ============= ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 34,868,050 29,394,631 34,917,122 33,219,936 ========== ========== ============= ========== BASIC AND DILUTED EARNINGS LOSS PER COMMON SHARE $ (0.02) $ (0.02) $ (0.01) $ (0.01) ========== ========== ============== =========
See accompanying notes to financial statements Page 5 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
For the Six Months Ended February 28, 2006 2005 --------- --------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (669,165) (607,844) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 790 3,365 Amortization of interest expense for discount on note payable 19,197 - Warrants issued in exchange for loans by officer 92,875 - Repricing of warrants (35,310) 28,300 Warrants issued with debt conversion - 86,808 common stock released in exchange for services 15,267 14,505 Changes in operating assets and liabilities Inventory 4,381 10,882 Accounts receivable - trade (14,510) (17,542) Prepaid expenses and other (36,676) (34,474) Accounts payable and accrued expenses 245,389 132,857 Deferred salaries 209,107 91,051 ---------- --------- Net cash flows from operating activities (168,655) (292,092) ---------- ---------
See accompanying notes to financial statements Page 6 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
For the Six Months Ended February 28, 2006 2005 --------- --------- (UNAUDITED) CASH FLOWS FROM INVESTING ACTIVITIES - - Security deposits (2,048) (870) ---------- -------- Net cash flows from investing activities (2,048) (870) ---------- ------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock, net of related expenses 25,000 70,000 Net proceeds from short term loans 115,635 87,438 Payments on advances from stockholders (38,500) - Loans and advances from stockholders 56,524 113,050 Interest accrued on loans from stockholders - - ---------- ---------- Net cash flows from financing activities 158,569 270,488 ---------- ---------- NET CHANGE IN CASH (12,044) ( 22,474) CASH AT BEGINNING OF PERIOD 14,099 33,706 ---------- ---------- CASH AT END OF PERIOD $ 2,055 $ 11,232 ========== ========== SUPPLEMENTAL CASH FLOW INFORMATION Income taxes paid (received) (35,783) (49,928) ======== ========= Interest paid $ 343 $ - ========== ========== Common stock issued in exchange for subscription receivable - $ 1,665,294 for settlement of debt - 10,000 ========== ==========
See accompanying notes to financial statements Page 7 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) February 28, 2006 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, 2005 (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 State 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. 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- SUMMARY OF SIGNIFICANT ACCOUNTING POLOCIES: 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. Equity 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). If the recognition provisions of SFAS 123 using the Black-Scholes option pricing model, were applied, the resulting pro-forma net income (loss) available to common shareholders and pro-forma net income (loss) available, to common shareholders per share, would be as follows: Page 8 NOFIRE TECHNOLOGIES, INC NOTES TO FINANCIAL STATEMENT (Unaudited) February 28 2006 Six months ended Three months ended February 28, February 28, 2006 2005 2006 2005 Net loss as reported $ (669,165) $(607,844) (328,157) (302,187) Deduct: Stock-based compensation, Net of tax 13,975 133,000 12,118 127,000 ------- ----------- ------- --------- Net loss, pro-forma $ (683,140) $(740,844) (340,275)$ (429,187) Basic earnings per share As reported $ (.01) $ (.02) $ (.01) Pro-forma $ (.01) $ (.03) $ (.01) The above stock-based employee compensation expense has been determined utilizing a fair value method, the Black-Scholes option-pricing model. The Company has recorded $15,267 of compensation expense for stock options and warrants granted to employees during the six months ended February 28, 2006. In accordance with SFAS 123, the fair value of each option grant has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: For the Six Months ended February 28, 2006 2005 Risk free interest rate 4.39% 4.0% Expected life Yrs 5 5 Dividend rate 0.0% 0.0% Expected volatility 59.9% 73% FASB 155 Accounting for Certain Hybrid Financial Instruments In February 2006, the FASB issued FASB Statement No. 155, which is an amendment of FASB Statements No. 133 and 140. This Statement: a) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, b) clarifies which interest-only strip and principal-only strip are not subject to the requirements of Statement 133, c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, e) amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for financial statements for fiscal years beginning after September 15, 2006. Earlier adoption of this Statement is permitted as of the beginning of an entity s fiscal year, provided the entity has not yet issued any financial statements for that fiscal year. Page 09 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) February 28, 2006 Management believes this Statement will have no impact on the financial statements of the Company once adopted. FASB 156 Accounting for Servicing of Financial Assets In March 2006, the FASB issued FASB Statement No. 156, which amends FASB Statement No. 140. This Statement establishes, among other things, the accounting for all separately recognized servicing assets and servicing liabilities. This Statement amends Statement 140 to require that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. This Statement permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate the risks inherent in servicing assets and servicing liabilities is required to account for those derivative instruments at fair value. Under this Statement, an entity can elect subsequent fair value measurement to account for its separately recognized servicing assets and servicing liabilities. By electing that option, an entity may simplify its accounting because this Statement permits income statement recognition of the potential offsetting changes in fair value of those servicing assets and servicing liabilities and derivative instruments in the same accounting period. This Statement is effective for financial statements for fiscal years beginning after September 15, 2006. Earlier adoption of this Statement is permitted as of the beginning of an entity s fiscal year, provided the entity has not yet issued any financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements of the Company once adopted. NOTE 4 - 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. 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 5 CONVERTIBLE DEBENTURES AND OTHER DEBT: On September 2, 2005 the Company borrowed, from an accredited investor, $100,000 at the interest rate of 15%. The note has a one year maturity date. Page 10 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) February 28, 2006 In conjunction with the above $100,000 note, ten year $.14 warrants were issued for the purchase of 1,000,000 shares of the Company s common stock. The recorded debt was discounted for the allocated value to the warrants issued of $65,734. The discount will be amortized to expense at approximately $16,000 per quarter. During October 2005 the Company borrowed from two individuals $36,135. These loans bore no interest and have no specific due date. In January and February 2006 the Company sold to 4 accredited investors and one employee 250,000 shares of the Company s common stock for $25,000. In conjunction the Company issued five-year warrants to purchase 250,000 shares of the Company s common stock at an exercise price of $.085 to $.14 per share. During February 2006 the Company borrowed from three individuals $30,000. These loans will be paid back from the sale of the first 750 Gallons of A-18 in the amount of $36,000 and have no specific due date. During the quarter ended February 28, 2006 two officers loaned the Company a total of $7,522. NOTE 6- WARRANTS Warrants were issued during the quarter as follows. Name Issue Expire Amount Exercise Price Employees (5) December 05 December 2010 420,000 $.08.5 to .20 Note holder December 05 December 2010 300,000 $.07 Individual January 06 January 2011 270,000 $.08.5 to .14 The warrants vested immediately. During the quarter ended February 28, 2006 40,000 warrants expired NOTE 7- SUBSEQUENT EVENTS In March 2006 the Company borrowed $29,000 from an individual. In conjunction the Company issued five-year warrants to purchase 20,000 shares of the Company s common stock at an exercise price of $.10 per share. In March 2006 the Company sold to an accredited investor 100,000 shares of the Company s common stock for $10,000. In conjunction the Company issued five-year warrants to purchase 100,000 shares of the Company s common stock at an exercise price of $.15 per share. During March and April 2006 an officer loaned the company $ 6000. Warrants were issued during the quarter as follows. Name Issue Expire Amount Exercise Price Individual March 06 March 2011 145,000 $.08.5 to .15 The warrants vested immediately. Page 11 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 have 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 SIX MONTHS ENDED FEBRUARY 28, 2006 AND FEBRUARY 28, 2005 Sales of $162,347 for the six months ended February, 2006 represented a decrease of 14.5% from the $189,913 for the comparable six-month period of the prior year. Cost of goods sold during the same periods decreased from $108,779 to $74,416 resulting in a gross profit of $84,931 compared to $81,134 in the prior year. Selling, general and administrative expenses for the six months ended February 28, 2006 was $536,130, representing a decrease of $24,677 or 4.0% from the $560,807 of the similar period of the prior year. The main components of the decreases are, increases in late charges of approximately $12,400 and approximately $38,300 in salaries and decreases of approximately $53,000, $12,300 and $7,900 in repricing of warrants, insurance and professional fees respectively. Page 12 COMPARISON THREE MONTHS ENDED FEBRUARY 28, 2006 AND FEBRUARY 28, 2005 Sales of $100,116 for the three months ended February 28, 2006 represented an increase of 36.3% from the $73,639 for the comparable three-month period of the prior year. Cost of goods sold during the same periods increased from $40,480 to $41,184 resulting in a gross profit of $43,024 compared to $33,159 in the prior year. Selling, general and administrative expenses for the three months ended February 28, 2006 was $289,027, representing an increase of $26,557 or 10.1% from the $262,470 of the similar period of the prior year. The main components of the increases are late charges of approximately $10,700 and approximately $38,300 in salaries and decreases of approximately $8,000 and $6,000 in repricing of warrants and insurance respectively. LIQUIDITY AND CAPITAL RESOURCES At February 28, 2006 the Company had cash balances of $ 2,055. In January and February 2006 the Company sold to 4 accredited investors and one employee 250,000 shares of the Company s common stock for $25,000. In conjunction the Company issued five-year warrants to purchase 250,000 shares of the Company s common stock at an exercise price of $.085 to $.14 per share. During February 2006 the Company borrowed from three individuals $30,000 . These loans will be paid back from the sale of the first 750 gallons of A-18 in the amount of $36,000 and have no specific due date. During the quarter ended February 28, 2006 two officers loaned the Company a total of %7,522. The Company has deferred payment of $378,031 of the installments of the Chapter 11 liability to unsecured creditors that was due in September 1996, 1997, 1998 and 1999. 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 Our management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended, (the "1934 Act"), as of the end of the period covered by this Quarterly Report on Form 10-QSB/A. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this report. Page 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Date Title Number Cash Price 1/06 common 50,000 $.10 2/06 common 200,000 $.10 The proceeds were used for working capital. ITEM 6. EXHIBITS Exhibits 31.1 31.2 Certification of Financial Information Exhibit 32.1 32.2 Sarbanes-Oxley Act Section 906 Certification 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 14, 2006 NoFire Technologies, Inc. By: /s/ Samuel Gottfried Sam Gottfried Chief Executive Officer By: /s/ Sam Oolie Sam Oolie Chairman of the Board, Chief Financial Officer Page 14 EX-31 2 rexhibit310206.txt Exhibit 31.1 CERTIFICATIONS* I, Sam Gottfried, certify that: 1. I have reviewed this 10QSB of NoFire Technologies; 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 statement, 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 small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f ) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, is made known to us by others particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: _April 11,2006 ________________ /s/ Sam Gottfried Sam Gottfried Chief Executive Officer Exhibit 31.1 CERTIFICATIONS* I, Sam Oolie, certify that: 1. I have reviewed this 10QSB of NoFire Technologies; 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 statement, 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 small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f ) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, is made known to us by others particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: _April 11,2006 ________________ /s/ Sam Oolie Sam Oolie Chief Financial Officer EX-32 3 rexhibit320206.txt Exhibit 32-1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Financial Report of NoFire Technologies, Inc. on Form 10QSB for the Quarter ended 2/28/06 as filed with the Securities and Exchange Commission on the date hereof, I, Sam Gottfried, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Form 10QSB fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Form 10QSB fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 11,2006 Name /s/ Sam Gottfried (CEO) A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to NoFire Technologies, Inc. and will be retained by NoFire Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit 32-2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Financial Report of NoFire Technologies, Inc. on Form 10QSB for the Quarter ended 2/28/06 as filed with the Securities and Exchange Commission on the date hereof, I, Sam Oolie, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Form 10QSBfully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Form 10QSB fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 11,2006 Name /s/ Sam Oolie (CFO) A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to NoFire Technologies, Inc. and will be retained by NoFire Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----