-----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, B41sWmMlQptN96tj7+doO8It/qkfhCE5/frlVL+VDU0oirnqRGX+b0uTN3mxE/n4 vPsqQrBnafANlIXbeaqs0w== 0001161697-04-000691.txt : 20040902 0001161697-04-000691.hdr.sgml : 20040902 20040902111037 ACCESSION NUMBER: 0001161697-04-000691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040830 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20040902 DATE AS OF CHANGE: 20040902 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11061 FILM NUMBER: 041012741 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 8-K 1 form8-k_aug302004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 30, 2004 ------------- Nofire Technologies, Inc ------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 0-19945 22-3218682 -------- --------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 21 Industrial Ave, Upper Saddle River, New Jersey 07458 ------------------------------------------------------- (Address of principal executive offices; zip code) Registrant's telephone number, including area code (201) 818-1616 -------------- ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES (a) (i)On August 30, 2004, the company entered into a conversion of Debt Agreement (the agreement) whereby certain officers, directors and creditors have agreed to convert certain short-term debt into convertible bonds, which allow a conversion into common stock at $0.14 per share. In addition these individuals have the right to purchase warrants at an amount equal to 3 times the conversion amount. (ii) The following is a list of individuals Converted Debt Stock Warrants* --------- ---------- ---------- Sam Oolie 539,000 3,850,000 11,550,000 Sam Gottfried 498,000 3,557,142 10,671,426 Alphonso Margino 275,000 1,964,285 5,892,855 Gerald Litwin 258,000 1,842,857 5,528,571 Bernard Koster 15,292 109,228 327,684 Mitchell Goldstone 25,000 178,571 535,249 --------- ---------- ---------- 1,610,292 11,502,083 34,506,249 * Not convertible within 60 days, they are subject to increases in common stock. (iii) As of the same date previously issued warrants were cancelled in the following amounts. Sam Oolie 2,706,985 Sam Gottfried 2,694,040 Alphonso Margino 916,840 Gerald Litwin 1,860,095 Bernard Koster 127,500 ---------- 8,305,460 (iv) After these transactions have been recorded the group has a beneficial interest of 45.5% in the company. Warrants are not included in this percentage. (v) No loans or pledges were obtained by the acquiring group. (vi) No arrangements or understandings were obtained with respect to election of directors. (b) no arrangements are known to the registrant, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the registrant. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nofire Technologies Inc Date: August 31, 2004 By: /s/ Samuel Gottfreid ----------------------- Samuel Gottfreid Chief Executive Officer By: /s/ Sam Oolie Date: August 31, 2004 ----------------------- Sam Oolie Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----