-----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, M3/H9dQK7aBPYD0ssB6/XReW+RqWlsWS3BfvPtetqb7Jya9aX1rpyVjm8EwDlUow pFMd0KEsqKwC/XJeaI9nrA== 0000823070-10-000009.txt : 20100119 0000823070-10-000009.hdr.sgml : 20100118 20100119070350 ACCESSION NUMBER: 0000823070-10-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20100119 DATE AS OF CHANGE: 20100119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOFIRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000823070 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 223218682 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11061 FILM NUMBER: 10531861 BUSINESS ADDRESS: STREET 1: 21 INDUSTRIAL AVE CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2018181616 FORMER COMPANY: FORMER CONFORMED NAME: PNF INDUSTRIES INC DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: PORTAFONE INTERNATIONAL CELLULAR COMMUNICATIONS INC DATE OF NAME CHANGE: 19920128 FORMER COMPANY: FORMER CONFORMED NAME: NFW CAPITAL GROUP INC DATE OF NAME CHANGE: 19900427 10-Q 1 filing10q1109.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2009 [] 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 --- --- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large Accelerated Filer ___Accelerated Filer___ Smaller Reporting Company [X} Non Accelerated Filer ____ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X} State the number of shares of each of the issuer's classes of common equity outstanding at the latest practicable date: 41,761,715 shares of Common Stock as of January 15, 2010. Page 1 NOFIRE TECHNOLOGIES, INC. FORM 10-Q INDEX PART I - FINANCIAL INFORMATION PAGE Item 1. Financial Statements: Balance Sheets as of November 30, 2009(unaudited) and August 31, 2009 3 Statements of Operations for the Three Months ended November 30, 2009 and 2008 (unaudited) 5 Statements of Cash Flows for the Three Months ended November 30, 2009 and 2008 (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. Quantitative and Qualitative Disclosures about Market Risk 12 Item 4(t) Controls and Procedures 12 Part II - OTHER INFORMATION Item 1. Legal Proceeding 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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, 2009 2009 ----------- ---------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 425 $ 6,089 Accounts receivable - trade 42,872 89,498 Inventories 73,872 90,563 Prepaid expenses and other current assets 12,233 4,848 --------- ---------- Total Current Assets 129,402 190,998 --------- ---------- OTHER ASSETS: Security deposits 37,240 37,240 ---------- --------- $ 166,642 $228,238 ========== ========== See accompanying notes to financial statements Page 3 NOFIRE TECHNOLOGIES, INC. BALANCE SHEETS November 30, August 31, 2009 2009 ----------- ---------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS DEFICIENCY CURRENT LIABILITIES: Settled liabilities $ 378,031 $ 378,031 Accounts payable and accrued expenses 2,254,181 2,170,975 Loans and advances payable to stock holders 159,648 189,148 Deferred salaries 3,044,704 2,915,870 Loans payable 533,490 452,890 Convertible Debentures 8% (net) 609,055 519,096 ---------- --------- Total Current Liabilities 6,979,109 6,626,010 ---------- --------- LONG TERM LIABILITY Deferred revenue-licenses 10,915 11,242 STOCKHOLDERS' DEFICIENCY: Common stock $.01 par value: Authorized - 150,000,000 shares issued and outstanding 40,635,715 shares at November 30, 2009 and 41,761,715 at August 31, 2009 417,616 406,360 Capital in excess of par value 19,386,775 19,293,602 Stock subscription receivable (13,250) (13,250) Accumulated Deficit (26,614,523) (26,095,778) ---------- ---------- Total Stockholders' Deficiency (6,823,382) (6,409,014) ---------- ---------- $ 166,642 $ 228,238 ========== ========== See accompanying notes to financial statements Page 4 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS For the Three Months Ended November 30, 2009 2008 ---------- ------ (UNAUDITED) SALES Sales Product $ 90,380 $ 179,446 Licenses - 75,335 ---------- --------- NET SALES 90,380 254,781 ---------- ---------- COSTS AND EXPENSES: Cost of sales 98,583 187,668 General and administrative 273,120 277,833 Testing 13,977 12,017 ---------- ---------- 385,680 477,518 ---------- --------- LOSS FROM OPERATIONS (295,300) (222,737) ---------- ---------- OTHER EXPENSES: Interest expense including $107,920 and $28,676 of equity based interest expense for the three months ended November 2009 and 2008 respectively 223,445 117,652 Interest income (18) ---------- ---------- TOTAL OTHER EXPENSES 223,445 117,634 ----------- ---------- LOSS BEFORE INCOME TAXES (518,745) (340,371) INCOME TAX BENEFIT - 21,453 ---------- ---------- NET LOSS $ (518,745) $ (318,918) ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 41,198,490 40,273,465 ========== ========== 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, 2009 2008 --------- --------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (518,745) (318,918) Adjustments to reconcile net loss to cash flows from operating activities: Amortization of interest expense for discount on note payable 89,959 28,676 Amortization of deferred revenue (327) (327) Equities issued as interest on current and past due loans payable 17,961 - Warrants and stock issued for services and Vendor penalty payments 36,468 - Changes in operating assets and liabilities Inventory 16,691 107,673 Accounts receivable 46,626 35,811 Prepaid and other expenses (7,385) (19,102) Accounts payable and accrued expenses 83,154 113,571 Deferred salaries 128,834 93,544 ---------- --------- Net cash flows from operating activities (106,764) 40,928 ---------- ---------
See accompanying notes to financial statements Page 6 NOFIRE TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS
For the Three Months Ended November 30, 2009 2008 --------- --------- (UNAUDITED) CASH FLOWS FROM INVESTING ACTIVITIES ---------- -------- Net cash flows from investment activities - - ---------- --------- CADH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock net of related expenses 50,000 - Net proceeds from short term loans 80,600 (4,000) loans and advances (received) paid to stockholders (29,500) (38,343) ---------- ---------- Net cash flows from financing activities 101,100 (42,343) ---------- ---------- NET CHANGE IN CASH (5,664) (1,415)) CASH AT BEGINNING OF PERIOD 6,089 2,334 ---------- ---------- CASH AT END OF PERIOD $ 425 $ 919 ========== ========== SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ - $ 29,490 ========== ========== Income taxes paid (received) $ - $ (21,423) =========== =========== Shares and warrants issued for interest, penalties and services $ 54,429 - ============ ============
See accompanying notes to financial statements Page 7 \ NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2009 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-K for the year ended August 31, 2009 (the 10-K) 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-K 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 and FASB guidance for recording equity based compensation. The weighted average fair value of warrants and shares has been estimated on the date of grant using the Black-Scholes pricing model. There was $36,468 and $28,676 of expense recorded for the quarters ended November 30, 2009 and Page 8 NOFIRE TECHNOLOGIES, INC NOTES TO FINANCIAL STATEMENT (Unaudited) November 30, 2009 November 30, 2008, respectively. 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, 2009 2008 Risk free interest rate 2.54% 2.76% Expected life Yrs 4.5 4.5 Dividend rate 0.0 0.0% Expected volatility 148% to 154% 211% New Accounting Pronouncements Revenue Recognition -Multiple Deliverable Revenue Arrangements In October 2009, the FASB issued guidance for Revenue Recognition Multiple Deliverable Revenue Arrangements (Subtopic 605-25 ) Subtopic. This accounting standards update establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue generating activities. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. Specifically, this Subtopic addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. The amendments in this guidance will affect the accounting and reporting for all vendors that enter into multiple-deliverable arrangements with their customers when those arrangements are within the scope of this Subtopic. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after June 15, 2010. Earlier adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity?s fiscal year, the entity will apply the amendments under this Subtopic retrospectively from the beginning of the entity s fiscal year. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Management believes this Statement will have no impact on the financial statements of the Company once adopted. We have reviewed the issued but not yet effective accounting pronouncements and have deemed such accounting pronouncements not to be relevant to the company and the adoption of such accounting pronouncements once effective will not have a material effective on the Company s financial statements 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. Page 9 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2009 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 Other Debt: In September 2009 the Company borrowed $33,000 from a qualified individual. The Company pledged the proceeds from the sale of the 2008 New Jersey tax loss carry forward. In conjunction with the above the Company issued five year warrants to purchase 50,000 shares of the Company s common stock at $.08 per share. The warrants vested immediately. The fair value of these warrants was $2,943 and has been expensed. In December 2009 the loan was repaid with the proceeds from the sale of the 2008 New Jersey tax loss carryforwards. In November 2009 two qualified individuals loaned the Company a totalof $50,000 at the rate of 15%. In conjunction with the above the Company issued five year warrants to purchase 50,000 shares of the Company s common stock at $.12 and 15 per share. The warrants vested immediately. The fair value of these warrants was $5,557 and has been expensed. NOTE 6- Equity Transactions A recap of all the warrants were issued during the quarter are as follows: Name Issue Date Exp Date Warrants Exercise Price Purpose Individual Sept 09 Sept 2019 50,000 $.08 Debt costs Investor Oct 09 Oct 2011 300,000 $.0833 Equity raise Individual (2) Oct 09 Oct 2014 68,943 $.04-$.08 Services/Rent Individual Oct 09 Oct 2011 50,000 $.15 Debt costs Individuals (2) Nov 09 Nov 2014 17,000 $.12-$.15 Debt costs Individuals Nov 09 Nov 2014 50,000 $.10 Services During the quarter ended November 30, 2009, 535,943 of warrants were issued to purchases shares of common stock and 200,000 of warrants to purchase common stock expired. During the quarter ended November 30, 2009, the Company issued 525,550 shares for current and past services. The fair value of such shares was $31,902 and has been expensed. During the quarter ended November 30, 2009, the Company raised $50,000 from the sale of 600,000 shares of common stock and 300,000 warrants with a two year term and an exercise price of $.0833 per share. NOTE 7 - COMMITMENTS AND CONTINGENCIES: A complaint was filed in the Superior Court of New Jersey, Law Division, Bergen County on May 27, 2008. It is alleged by the plaintiff that the Company entered into a contract with Otis and June Hastings and $250,000 remains due and owing under said contract. The Company maintains that it has fully satisfied the terms of the contract, including all monetary obligations. On December 10, 2008 a mediation was held but the case was not resolved. On December 18, 2009 a summary judgment was entered against the Company. The Company believes this lawsuit is without merit. The contract should have been voided for various reasons, and is vigorously disputing the claim. Page 10 NOFIRE TECHNOLOGIES, INC. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) November 30, 2009 NOTE 8 - SUBSEQUENT EVENTS: The Company has evaluated the subsequent disclosure through January 14 2010 For its adequacy. 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 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. COMPARISON THREE MONTHS ENDED NOVEMBER 30, 2009 AND NOVEMBER 30, 2008 Sales of $90,380 for the three months ended November 30, 2009 represented an decrease of 64.5% from the $254,781 for the comparable three-month period of the prior year. Cost of goods sold during the same period decreased from $187,668 to $98,583 resulting in a gross profit of $(8,203) compared to $ 67,113 in the prior year. Selling, general and administrative expenses for the three months ended November 30, 2009 were $273,120, representing a decrease of $4,713 or 1.7% from the $277,833 for the similar period of the prior year. Page 11 During the quarters ended November 30, 2009 and 2008 the Company realized approximately $-0- and $21,453 , 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, 2009 the Company had cash a balance of $ 425. The Company has deferred payment of $378,031 of the installments of the Chapter 11 liability to unsecured creditors that were due in installments through September 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. Quantitative and Qualitative Disclosures about Market Risk The Company does not issue or invest in financial instruments or derivatives For trading or speculative purposes. Substantially all of the operations of the Company are conducted in the United States, and as such are not subject to Material foreign currency exchange rate risk. Item 4(t). 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-Q. 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 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings A complaint was filed in the Superior Court of New Jersey, Law Division, Bergen County on May 27, 2008. It is alleged by the plaintiff that the Company Entered into a contract with Otis and June Hastings and $250,000 remains due and owing under said contract. The Company maintains that it has fully satisfied the terms of the contract, including all monetary obligations. On December 10, 2008 a mediation was held but the case was not resolved. On December 18, 2009 a summary judgment was entered against the Company. The Company believes this lawsuit is without merit. The contract should have been voided for various reasons, and intends to vigorously dispute the claim. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In October 2009 600,000 shares of common stock and 300,000 warrants exercisable at $.0833 were sold for $50,000. Proceeds were used for working capital purposes. 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 1934 Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 18, 2010 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 rexhibit311109.txt Exhibit 31.1 CERTIFICATIONS I, Sam Gottfried, certify that: 1. I have reviewed this 10-Q 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(,) 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 18,2010________________ /s/ Sam Gottfried Sam Gottfried Chief Executive Officer Exhibit 31.1 CERTIFICATIONS I, Sam Oolie, certify that: 1. I have reviewed this 10-Q 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 18,2010________________ /s/ Sam Oolie Sam Oolie Chief Financial Officer EX-32 3 rexhibit321109.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 10Q for the quarter ended 11/30/2009 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 10Q 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 10Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated January 18,2010 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 10Q for the quarter ended 11/30/2009 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 10Q 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 10Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 18,2010 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-----