-----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, NJqctoQ62wiei2BAaKx6kiAxTw0Mp9FTydXvfcifJa11emNAuqjKCjufKXOO/4Et JDFg/E7cbiHxcujRWev1dQ== 0000823070-08-000005.txt : 20080122 0000823070-08-000005.hdr.sgml : 20080121 20080122144727 ACCESSION NUMBER: 0000823070-08-000005 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071130 FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 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: 08541613 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 r10qsb1107.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, 2007 [] 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: 39,822,620 shares of Common Stock as of January 10,2008. 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, 2007(unaudited) and August 31, 2007 3 Statements of Operations for the Three Months ended November 30, 2007 and 2006 (unaudited) 5 Statements of Cash Flows for the Three Months ended November 30, 2007 and 2006 (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 12 Item 2. Unregistered sales of Equity securities and Use of Proceeds 12 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, 2007 2007 ----------- ---------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 19,681 $ 31,416 Accounts receivable - trade 12,578 301,286 Inventories 141,042 97,784 Prepaid expenses and other current assets 17,392 94,842 Receivable-sale of state tax loss 48,152 - --------- ---------- Total Current Assets 238,845 525,328 --------- ---------- OTHER ASSETS: Security deposits 37,065 37,065 ---------- --------- $ 275,910 $562,393 ========== ========== See accompanying notes to financial statements Page 3 NOFIRE TECHNOLOGIES, INC. BALANCE SHEETS November 30, August 31, 2007 2007 ----------- ---------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Settled liabilities $ 378,031 $ 378,031 Accounts payable and accrued expenses 1,322,308 1,363,228 Loans and advances payable to stock holders 140,438 199,438 Deferred salaries 2,154,545 2,080,505 Loans payable 290,735 290,735 Convertible Debentures 8% 595,928 595,928 Convertible Debenture 10% - 165,000 ---------- --------- Total Current Liabilities 4,881,985 5,072,865 ---------- --------- LONG TERM LIABILITY - - STOCKHOLDERS' EQUITY (DEFICIENCY): Common stock $.01 par value: Authorized - 150,000,000 shares issued and outstanding 39,762,620 shares at November 30, 2007 and 39,383,932 at August 31, 2007 397,626 393,830 Capital in excess of par value 18,055,970 17,877,058 Accumulated Deficit (23,059,671) (22,781,360) ---------- ---------- Total Stockholders' Equity (Deficiency) (4,606,075) (4,510,472) ---------- ---------- $ 275,910 $ 562,393 ========== ========== See accompanying notes to financial statements Page 4 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS For the Three Months Ended November 30, 2007 2006 ---------- ------ (UNAUDITED) SALES Sales -Product $ 83,842 $ 222,988 Licenses _ 15,510 ---------- --------- NET SALES 83,842 238,498 ---------- ---------- COSTS AND EXPENSES: Cost of sales 30,596 127,518 General and administrative 282,010 238,163 Testing 15,418 10,809 ---------- ---------- 328,024 376,490 ---------- --------- LOSS FROM OPERATIONS (244,182) (137,992) ---------- ---------- OTHER EXPENSES: Interest expense including $62,224 of equity based interest expense for the three months ended November 30, 2006 81,831 141,412 ---------- ---------- LOSS BEFORE INCOME TAXES (326,013) (279,404) DEFERRED INCOME TAX BENEFIT 48,152 37,876 ---------- ---------- NET LOSS $ (277,861) $ (341,528) ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 39,616,185 36,583,944 ========== ========== BASIC AND DILUTED EARNINGS LOSS PER COMMON SHARE $ (.01) $ (0.01) ========== ========== See accompanying notes to financial statements Page 5 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
For the Three Months Ended November 30, 2007 2006 --------- --------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (277,861) (241,528) Adjustments to reconcile net loss to cash flows from operating activities: Depreciation and amortization 395 Amortization of interest expense for discount on note payable 59,540 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 16,500 2,684 Changes in operating assets and liabilities Inventory (43,258) (1,047) Accounts receivable 288,708 (72,541) Prepaid expenses and other 77,450 (5,617) Receivable for sale of state tax loss (48,152) (37,976) Accounts payable and accrued expenses (41,370) 101,921 Deferred salaries 74,040 88,115 ---------- --------- Net cash flows from operating activities 46,052 (95,245) ---------- ---------
See accompanying notes to financial statements Page 6 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
For the Three Months Ended November 30, 2007 2006 --------- --------- (UNAUDITED) CASH FLOWS FROM INVESTING ACTIVITIES Security deposits - (351) ---------- -------- Net cash flows from investment activities - (351) ---------- --------- CADH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock net of related expenses 166,208 117,480 Proceeds on advances from stockholders (59,000) 6,499 Payments on short-term loans (165,000) (44,029) ---------- ---------- Net cash flows from financing activities (57,792) 79,950 ---------- ---------- NET CHANGE IN CASH (11,735) (15,646) CASH AT BEGINNING OF PERIOD 31,416 18,10 ---------- ---------- CASH AT END OF PERIOD $ 19,681 $ 2,461 ========== ========== SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 29,369 $ 19,254 ========== ========== Income taxes paid (received) $ (48,152) $ (37,876) =========== ===========
See accompanying notes to financial statements Page 7 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2007 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, 2007 (the "10-KSB") and is presented for comparative purposes. All other financial statements are unaudited. In the opinion of management, all adjustments that 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 affects 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- Effective September 1, 2006, the Company adopted provisions of SFAS 123R for recording equity based compensation. The weighted average fair value of warrants has been estimated on the date of grant using the Black-Scholes warrants pricing model. The Company has granted warrants to purchase common stock to employees in the quarter ended November 30, 2006 in the amount of $10,809. and such warrants vested immediately upon issuance. No such expense was recorded for the quarter ended November 30,2007. Page 8 NOFIRE TECHNOLOGIES, INC NOTES TO FINANCIAL STATEMENT (Unaudited) November 30, 2007 In accordance with SFAS 123, the fair value of each warrant 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, 2007 2006 Risk free interest rate 4.76? 5.25% Expected life Yrs 4.5 5 Dividend rate 0.0 0.0% Expected volatility 110% 112% FASB 157 - Fair Value Measurements In September 2006, the FASB issued FASB Statement No. 157. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practices. This Statement is effective for financial statements for fiscal years beginning after November 15, 2007. Earlier application is permitted provided that the reporting entity has not yet issued financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements of the Company once adopted. FASB 159 - Fair Value Option for Financial Assets and Financial Liabilities In February 2007, the FASB issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115" (SFAS 159). This Statement provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. A company that adopts SFAS 159 will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This Statement is effective for fiscal years beginning after November 15, 2007, which for the Company is the first quarter of fiscal 2009. Management doesn't believe that the adoption of SFAS 159 will have a material impact. SFAS 141 (revised) business combinations and SFAS 160 non-controlling Interests in consolidated financial statements were issued in December 2007. 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 Page 9 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2007 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 had a one-year maturity date. In October 2006 the Company paid $40,000 toward that debt plus accrued interest to the date of payment. In December 2007 the Company paid an additional $48,152 of the debt from the proceeds of the sale of the New Jersey tax carry forward(see subsequent events) 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. In September 2007, the 10% Convertible Debenture in the amount of $165,000 was repaid. NOTE 6- Equity Transactions Warrants were issued during the quarter as follows: Name Issue Expire Amount Exercise Price Investors (4) September 07 September2012 41,613 $.60 Investors (2) October 07 October 2012 24,551 $.60 Investors November 07 November 2012 86,806 $.50 During the quarters ended November 30, 2006 and November 30, 2007,900,000 and -0- warrants expired. The Company raised $166,207 through the sale of 305,939 shares of unregistered common stock and the issuance of 152,970 warrants to purchase common stock at $.50 to $.60 per share to accredited investors. The Company issued 43,685 shares of unregistered common stock for the exercise of warrants and 30,000 shares of unregistered common stock in lieu of interest in the amount of $16,500. Page 10 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2007 NOTE 7- Subsequent Events In December 2007 the Company received $48,152 from the sale of the Company's New Jersey Carry Forward Loss for 2006. The proceeds were used to retire a portion of a loan, which was collaterized by the receivable. On December 17, 2007 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 19,2008. Warrants were issued in December and January as follows: Name Issue Expire Amount Price Investors (2) December 07 December 12 75,055 $.25 to.40 Employees (5) December 07 December 12 500,000 $.30 During December 2007 the Company sold to accredited investors 150,910 shares of unregistered common stock and 75,055 warrants for $52,427.25. 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: utilities 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 government 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. Any new product opportunity will be pursued if it is viable. Additional efforts are also being directed to increase international sales by establishing distributor relationships in strategic locations throughout the industrialized and third world countries. 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. Page 11 COMPARISON THREE MONTHS ENDED NOVEMBER 30, 2007 AND NOVEMBER 30, 2006 Sales of $83,842 for the three months ended November 30, 2007 represented a decrease of 64.8% from the $238,498 for the comparable three-month period of the prior year. Cost of goods sold during the same period decreased from $127,518 to $30,596 resulting in a gross profit of $53,246 compared to $110,980 in the prior year. Selling, general and administrative expenses for the three months ended November 30, 2007 were $282,010, representing an increase of $43,847 or 18.4% from the $238,163 for the similar period of the prior year. During the quarters ended November 30, 2007 and 2006 the Company realized approximately $48,152 and $37,876, 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, 2007 the Company had cash a balance of $ 19,681. During the quarter the Company raised $166,207 through the sale of 305,939 shares of unregistered common stock and the issuance of 152,970 warrants to purchase common stock at $.50 to $.60 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. 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the quarter the Company raised $166,207 through the sale of 305,939 shares of unregistered common stock and the issuance of 152,970 warrants to purchase common stock at $.50 to $.60 per share to accredited investors. Page 12 The Company issued 43,685 shares of unregistered common stock for the exercise of warrants and 30,000 shares of unregistered common stock in lieu of interest in the amount of $16,500. Date Title Number Cash Price 9/07 common 126,077 $.60 10/07 common 6,150 $.60 11/07 common 173,612 $.50 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 22, 2008 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 rexhibit311107.txt Exhibit 31.1 CERTIFICATIONS* I, Sam Gottfried, certify that: 1. I have reviewed this 10QSB of NoFire Technologies Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial 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 22, 2008________________ /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 Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial 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 22, 2008_______________ /s/ Sam Oolie Sam Oolie Chief Financial Officer EX-32 3 rexhibit321107.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., Inc. on Form 10QSB for the quarter ended 11/30/2007 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 10KQSB fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 22,2008 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., Inc. on Form 10QSB for the Quarter ended 11/30/2007 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 10KSB fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 22, 2008 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-----