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