-----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, R0jFZcMAQ9oL3XvoMi4fJ0KP6H5l5G0gK0hn3EHNuMXqsfRXQ8LpYRp1BCN4JDM7 9lMcKOJYKp9EuYZg0CQHoA== 0000823070-07-000007.txt : 20070112 0000823070-07-000007.hdr.sgml : 20070112 20070112160533 ACCESSION NUMBER: 0000823070-07-000007 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061130 FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 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: 07528866 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 r10qsb1106.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, 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: 37,287,499 shares of Common Stock as of January 10,2007 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, 2006(unaudited) and August 31, 2006 3 Statements of Operations for the Three Months ended November 30, 2006 and 2005 (unaudited) 5 Statements of Cash Flows for the Three Months ended November 30, 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 11 Item 3. Controls and Procedures 12 Part II - OTHER INFORMATION Item 1. Legal 13 Item 6. Exhibits 13 Signatures 13 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 November 30, August 31, 2006 2006 ----------- ---------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 2,461 $18,107 Accounts receivable - trade 76,952 4,411 Inventories 68,450 67,403 Prepaid expenses and other current assets 5,617 - Receivable-sale of state tax loss 37,976 - --------- ---------- Total Current Assets 191,456 89,821 --------- ---------- EQUIPMENT, less accumulated depreciation 691 1,086 --------- ---------- OTHER ASSETS: Security deposits 37,065 36,714 ---------- --------- $ 229,212 $127,721 ========== ========== See accompanying notes to financial statements Page 3 NOFIRE TECHNOLOGIES, INC. BALANCE SHEETS November 30, August 31, 2006 2006 ----------- ---------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Settled liabilities $ 378,031 $ 378,031 Accounts payable and accrued expenses 1,254,333 1,152,412 Loans and advances payable to Stock holders 482,037 475,538 Deferred salaries 1,963,333 1,875,218 Loans payable 345,386 389,415 Convertible Debentures 8% 469,928 469,928 Convertible Debenture 10% 165,000 165,000 Debt discount (60,703) (120,243) ---------- --------- Total Current Liabilities 4,997,345 4,785,299 ---------- --------- LONG TERM LIABILITY - - STOCKHOLDERS' EQUITY (DEFICIENCY): Common stock $.01 par value: Authorized - 150,000,000 shares issued and outstanding 36,702,579 shares at November 30, 2006 and 35,806,621 at August 31, 2006 367,026 358,066 Capital in excess of par value 14,045,805 13,923,791 Accumulated Deficit (19,180,963) (18,939,435) ---------- ---------- Total Stockholders' Equity (Deficiency) (4,768,133) (4,657,578) ---------- ---------- $ 229,212 $ 127,721 ========== ========== See accompanying notes to financial statements Page 4 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS For the Three Months Ended November 30, 2006 2005 ---------- ------ (UNAUDITED) NET SALES $ 238,498 $ 62,231 ---------- ---------- COSTS AND EXPENSES: Cost of sales 127,518 36,232 General and administrative 248,972 226,992 ---------- ---------- 376,490 263,224 ---------- --------- LOSS FROM OPERATIONS (137,992) (200,993) ---------- ---------- OTHER EXPENSES: Interest expense including $62,224 of equity based interest expense for the three months ended Novermer 30, 2006 141,412 175,871 ---------- ---------- LOSS BEFORE INCOME TAXES (279,404) (376,864) DEFERRED INCOME TAX BENEFIT 37,876 35,856 ---------- ---------- NET LOSS $ (241,528) $ (341,008) ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 36,583,944 32,198,933 ========== ========== BASIC AND DILUTED EARNINGS LOSS PER COMMON SHARE $ (0.006) $ (0.009) ========== ========== See accompanying notes to financial statements Page 5 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
For the Three Months Ended November 30, 2006 2005 --------- --------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (241,528) (341,008) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 395 395 Amortization of interest expense for discount on note payable 59,540 65,734 Equities issued for services 10,809 - Warrants issued in exchange for loans By officer 92,875 Equities issued as interest and beneficial conversion features on current and past due loans payable 2,684 Repricing of warrants - (35,310) Changes in operating assets and liabilities Inventory (1,047) (8,150) Accounts receivable - (72,541) (1,033) Prepaid expenses and other (5,617) (88,183) Receivable for sale of state tax loss (37,976) - Accounts payable and accrued expenses 101,921 142,809 Deferred salaries 88,115 115,569 ---------- --------- Net cash flows from operating activities (95,245) (56,302) ---------- ---------
See accompanying notes to financial statements Page 6 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
For the Three Months Ended November 30, 2006 2005 --------- --------- (UNAUDITED) CASH FLOWS FROM INVESTING ACTIVITIES Security deposits (351) (2,048) ---------- -------- Net cash flows from investment activities (351) (2,048) ---------- --------- CADH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock, net of related expenses 117,480 - Net proceeds from short term loans - 56,335 Payments on advances from stockholders - (9,499) Proceeds on advances from stockholders 6,499 - Payments on short term loans (44,029) - ---------- ---------- Net cash flows from financing activities 79,950 46,836 ---------- ---------- NET CHANGE IN CASH (15,646) (11,514) CASH AT BEGINNING OF PERIOD 18,107 14,099 ---------- ---------- CASH AT END OF PERIOD $ 2,461 $ 2,585 ========== ========== SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 19,254 $ 10,101 ========== ==========
See accompanying notes to financial statements Page 7 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 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, 2006 (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. NOTE 2 - Reorganization: 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 Policies: 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. Estimates and Uncertainties - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined at a later date, could differ from those estimates. Financial Instruments - Financial instruments include accounts receivable, other assets, accounts payable, accrued expenses, settled liabilities and due to stockholders. The amounts reported for financial instruments are considered to be reasonable approximations of their fair values. The fair value estimates presented herein were based on market or other information available to management. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. Equity Based Compensation- The Company adopted the provisions of SFAS 123R on September 1, 2005, under the modified prospective method. Page 8 NOFIRE TECHNOLOGIES, INC NOTES TO FINANCIAL STATEMENT (Unaudited) November 30, 2006 The equity-based employee compensation expense has been determined utilizing a fair value method, the Black-Scholes option-pricing model. The Company has recorded no compensation expense for stock options and warrants granted to employees during the three months ended November 30, 2005. During the quarter ended November 30, 2006 the Company recorded $10,809 in compensation expense for the issuance of warrants, see note 6. 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 Three Months ended November 30, 2006 2005 Risk free interest rate 5.25% 4.26% Expected life Yrs 5 10 Dividend rate 0.0% 0.0% Expected volatility 112% 40.6% 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. Page 09 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2006 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. 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 and is shown on the balance sheet as $50,700 as of November 30, 2005. The discount was 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. NOTE 6- Equity Transactions Warrants were issued during the quarter as follows: Name Issue Expire Amount Exercise Price Investors September 06 September2011 $ 90,000 $.20 Individuals(3) October 06 October 2011 80,000 $.11 to $.20 (A) Investors (11) October 06 October 2011 298,661 $.20 Individual November 06 November 2011 10,000 $.16 (A) Investors (4) November 06 November 2011 59,318 $.20 (A) $13,493 was charged to interest expense in conjunction with 3 out of 4 of these issuances. In May 2006, $469,928 of Convertible Debentures previously issued were reissued. In conjunction with the above the Company issued 1,200,000 $0.20 five- year warrants to purchase the Companys common stock. The warrants vested immediately. The Company charged $269,968 to interest expense on this transaction. $61,447 of debt discount is being written off at approximately $5345 per month. During the quarter ended November 30, 2006 900,000 warrants expired. The Company raised $117,480 through the sale of 895,958 shares of unregistered common stock and the issuance of 447,979 warrants to purchase common stock at $.20 per share to accredited investors. Page 10 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2006 NOTE 7- Subsequent Events In December 2006 the company received $37,876 in payment on the sale of the Company's New Jersey Carry Forward Loss for 2005. The proceeds were used to retire a portion of a loan, which was collaterized by the receivable. On December 17, 2006 a note payable for $123,800 was extended for an additional year. The interest rate of 12% remained the same. A late fee of $12,000 will be paid on February 17,2007. Warrants were issued in December and January as follows: Name Issue Expire Amount Price Officer (1) December 06 December 16 1,400,000 $.20 (A) Investors (10)December 06 December 11 292,460 $.20 Individual(2) January 07 January 12 300,000 $.20 Employees (5) January 07 January 12 660,000 $.20 (A) In December 2006 the Company issued 1,400,000 warrants to an officer of the Company. The warrants are convertible into the Company's common stock at $.20 per share and expire in ten years. These warrants were issued in recognition of the substantial loans made to the Company. The Company will record $139,908 as interest expense in conjunction with this issuance. The warrants vested immediately. For the period December 1, 2006 through December 20, 2006, the Company sold 307,891 shares of unregistered common stock and warrants for $52,758. 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 governmenta 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 decision 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. Page 11 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, 2006 AND NOVEMBER 30, 2005 Sales of $238,498 for the three months ended November 30, 2006 represented an increase of 283% from the $62,231 for the comparable three-month period of the prior year. Cost of goods sold during the same period increased from $36,232 to $127,518 resulting in a gross profit of $110,880 compared to $25,999 in the prior year. Selling, general and administrative expenses for the three months ended November 30, 2006 were $248,972, representing a increase of $21,980 or 8.8% from the $226,992 of the similar period of the prior year. During the quarters ended November 30, 2006 and 2005 the Company realized approximately $37,876 and $35,856, 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, 2006 the Company had cash a balance of $ 2,461. On September 2, 2005 the Company borrowed, from an accredited investor, $100,000 at the interest rate of 15%. The note had a one-year maturity date. 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 and is shown on the balance sheet as $50,700 as of November 30, 2005. The discount was 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. During the quarter the Company raised $117,480 through the sale of 895,958 shares of unregistered common stock and the issuance of 447,979 warrants to purchase common stock at $.20 per share to accredited investors. The Company has deferred payment of $378,031 of the installments of the Chapter 11 liability to unsecured creditors that were 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 Page 12 on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuringthat 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ended November 30, 2006 the Company sold to accredited investors 895,958 shares of the Company s common stock for $117,480. In conjunction the Company issued five-year warrants to purchase 447,979 shares of the Company s common stock at an exercise price of $.20 per share. Date Title Number Cash Price 9/06 common 180,000 $.14 10/06 common 361,557 $.10 10/06 common 99,999 $.11 10/06 common 135,776 $.17 11/06 common 118,636 $.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 Page 13 SIGNATURES In accordance with the requirements of the 1934 Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 16, 2007 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 13 EX-31 2 rexhibit3107.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: January 16, 2007________________ /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: January 16 , 2007________________ /s/ Sam Oolie Sam Oolie Chief Financial Officer EX-32 3 rexhibit3207.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 11/30/06 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: January 16 , 2007 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 11/30/06 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 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: January 16, 2007 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-----