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 May 31, 2003
[ ] 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.
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(Name of small business issuer in its charter)
Delaware 22-3218682
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(State or other jurisdiction of (IRS 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
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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: 20,789,019 shares of Common
Stock as of July 21,2003.
Transitional Small Business Disclosure Format (check one):
YES NO X
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Page 1
NOFIRE TECHNOLOGIES, INC.
FORM 10-QSB
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Unaudited Financial Statements
Balance Sheets as of May 31,2003 (unaudited)
and August 31, 2002 3
Statements of Operations for the Nine Months ended
May 31, 2003 and 2002 and the Three months
ended May 31, 2003 and 2002 and the period
July 13,1987 (date of inception) through May 31,
2003(unaudited) 5
Statements of Cash Flows for the Nine Months ended
May 31, 2003 and 2002 and the period July 13,1987
(date of inception) through May 31,2003 (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 13
Part II - OTHER INFORMATION
Item 1. Legal 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
Certification of Financial Information 15
Sarbanes-Oxley Act Section 906 Certification Exhibit 1
Page 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NOFIRE TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEETS
May 31, August 31,
2003 2002
----------- ----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $ 8,984 $ 483
Accounts receivable - trade 8,735 26,086
Inventories 79,700 138,285
Prepaid expenses and other current assets 54,671 52,219
--------- ----------
Total Current Assets 152,090 217,073
--------- ----------
EQUIPMENT, less accumulated depreciation 7,076 8,819
--------- ----------
OTHER ASSETS:
Patents, less accumulated amortization of
$1,521,359 at May 31, 2003 and
$1,516,404 at August 31, 2002 11,671 16,627
Security deposits 19,379 19,379
---------- ---------
31,050 36,006
---------- ---------
$190,216 $ 261,898
========== ==========
See accompanying notes to financial statements
Page 3
NOFIRE TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEETS
May,31, August 31,
2003 2002
----------- ----------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
CURRENT LIABILITIES:
Settled liabilities $1,168,718 $1,178,432
Accounts payable and accrued expenses 1,206,154 1,022,456
Loans, and advances payable to
stockholders 18,571 10,550
Deferred salaries 1,301,253 1,071,639
Loans Payable 293,463 60,000
---------- ---------
3,988,159 3,343,077
---------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock $.20 par value:
authorized - 50,000,000 shares issued and
outstanding 20,622,352 shares at May 31, 2003
and 20,627,530 at August 31, 2002 4,125,506 4,125,506
Capital in excess of par value 3,359,215 3,352,919
Deficit accumulated in the development
stage (11,282,664) (10,559,604)
---------- ----------
Total Stockholders' Equity (Deficiency) (3,797,943) (3,081,179)
---------- ----------
$ 190,216 $ 261,898
========== ==========
See accompanying notes to financial statements
Page 4
NOFIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
July 13, 1987
(Date of
For the Nine Months For the Three Months Inception)
Ended May 31, Ended May 31, through
2003 2002 2003 2002 May 31,2003
---------- ---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
NET SALES $290,379 $165,836 $102,526 $ 62,078 $ 1,592,579
---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of sales 149,410 87,680 60,986 31,004 831,152
Write-down of excess inventory 55,000
General and administrative 824,721 871,237 263,728 286,326 14,698,495
Severance 82,500 - - 82,500
---------- ---------- --------- ---------- ----------
1,056,631 958,917 324,714 317,330 15,667,147
---------- - --------- ---------- ---------- ----------
LOSS FROM OPERATIONS (766,252) (793,081) (222,188) (255,252) (14,074,568)
---------- ---------- ---------- ---------- ----------
OTHER EXPENSES:
Interest expense 137,590 85,616 54,407 23,459 1,560,010
Interest income (225) (382) (75) (78) (24,365
Reorganization items - - - 365,426
Litigation settlement - - - 198,996
---------- ---------- ---------- ---------- ----------
137,365 85,234 54,332 23,381 2,100,067
---------- ---------- ---------- ---------- ----------
LOSS BEFORE DISCONTINUED OPERATIONS (903,617) (878,315) (276,520) (278,633) (16,174,635)
AND EXTRAORDINARY ITEM
DISCONTINUED OPERATIONS - - - - (1,435,393)
---------- ---------- ---------- ---------- ----------
LOSS BEFORE EXTRAORDINARY ITEM (903,617) (878,315) (276,520) (278,633) (17,610,028)
EXTRAORDINARY ITEM - Gain on
debt discharge - - - - 507,952
---------- ---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAXES $(903,617) $(878,315) $(276,520) $(278,633) $(17,102,080)
DEFERRED INCOME TAX BENEFIT 180,557 205,960 593,284
---------- ---------- ---------- ---------- ----------
NET LOSS $ (723,060) $(672,355) $(276,520) $(278,633) $(16,508,796
========== ========== ========== ========== ==========
(LOSS) PER SHARE, BASIC AND
DILUTED $ (0.04) $ (0.03) $ (0.01) $ (0.01)
========== ========== ========== ==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 20,624,366 19,856,301 20,622,352 19,838,366
========== ========== ========== ==========
See accompanying notes to financial statements
Page 5
NOFIRE TECNOLOGIES, INC
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
July 13, 1987
(Date of
For the Nine months Inception)
Ended May 31, through
2003 2002 May 31,2003
--------- --------- ----------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(723,060) $(672,355) $(16,508,791)
Adjustments to reconcile net loss to
net cash flows from operating activities:
Depreciation and amortization 6,699 6,699 1,841,647
Extraordinary gain on debt discharge - - (507,952)
Amortization of interest expense for
settled liabilities - 634,522
Amortization of interest expense for
discount on note 25,296 13,484 38,780
Revaluation of assets and liabilities
to fair value - - 482,934
Litigation settlement - - 198,996
Common stock issued in exchange for
services - - 141,780
Warrants issued in exchange for services 25,000 25,000
Repricing of warrants (44,000)
Write-down of excess inventory - - 55,000
Changes in operating assets and liabilities
(net of effects from reverse purchase
acquisition)
Accounts receivable - trade 17,351 9,990 (8,735)
Inventories 58,585 38,310 (134,700)
Prepaid expenses and other current (2,452) (1,856) (54,671)
Assets
Accounts payable and accrued
expenses 183,698 180,180 3,685,145
Security deposits - - (19,379)
Deferred salaries 229,614 233,921 1,301,553
Obligation from discontinued
operations - - 51,118
---------- --------- ----------
Net cash flows from operating activities (223,269) (191,627) (8,777,753)
---------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment - - (40,712)
Increase in patent costs - - (164,320)
Acquisition accounted for as a
reverse purchase - - (517,893)
----------- --------- ----------
Net cash flows from investing activities - - (722,925)
----------- --------- ----------
See accompanying notes to financial statement
Page 6
NOFIRE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
July 13,1987
(Date of
For the NINE Months Inception)
Ended May 31, through
2003 2002 May 31, 2003
--------- --------- ----------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt - - 1,506,113
Principal Payments on notes payable - - (75,000)
Principal Payment of settled liabilities (9,714) (9,071) (2,894,130)
Proceeds from issuance of common stock,
net of related expenses - 200,000 8,724,943
Payments on advances from stockholders - - (60,750)
Loans and advances from stockholders 8,021 87,074
Interest accrued on loans from
stockholders - - (8,053)
Proceeds from issuance of convertible
debentures - - 1,936,002
Net proceeds from short-term loans 233,463 60,000 293,463
---------- ---------- ----------
Net cash flows from financing 231,770 250,929 9,509,662
---------- ---------- ----------
NET CHANGE IN CASH 8,501 59,302 (8,984)
CASH AT BEGINNING OF PERIOD 483 44,412
---------- ---------- ----------
CASH AT END OF PERIOD $ 8,984 $ 103,714 $ (8,984)
========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 7,317 $ 5,397 $ 87,570
========== ========== ==========
Income taxes paid (benefit) $(180,557) $(205,960) $(618,687)
========== ========== ==========
Common stock issued in exchange
for settlement of debt and
accrued interest $ - $ - $2,439,816
========== ========== ==========
Common stock issued in exchange
for subscriptions receivable $ - $ - $ 95,000
========== ========== ==========
Common stock issued in exchange for
services $ - $ - $ 141,780
========== ========== ==========
See accompanying notes to financial statements
Page 7
NOFIRE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
May 31, 2003
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, 2002 (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.
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.
NOTE 2 - Reorganization:
The Company owned 89% of the outstanding common stock of both No Fire Ceramic
Products, Inc. and No Fire Engineering, Inc. together with an option to
acquire the remaining 11% of such stock. Both of those subsidiaries were
dissolved during the fiscal year ended August 31, 1997.
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 - 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 are
not available.
Page 8
NOFIRE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
May 31, 2003
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 4 - Warrants and Loans payable:
In January 2003, the Company issued warrants to three employees to
purchase a total of 80,000 shares of the Company's common stock for $0.25 per
share,expiring in five years. The warrants vested immediately.
In February 2003, the Company received $90,000 from an accredited investor,
in exchange for a note, payable with an additional $5,000 representing interest
no later than April 30, 2003. The note is collateralized by a security interest
in funds to be received from certain future sales. The Company also granted,
to the accredited investor, a warrant for the purchase of 50,000 shares of the
Companys common stock at an exercise price of $0.25. Accordingly, the note has
been discounted to reflect the issuance of the warrants. As of the present date,
the note has not been paid.
In February 2003, the Company received $54,652 from another accredited
investor,in exchange for a note, bearing interest at 18% and payable no later
than May 30,2003. The note is personally guaranteed by the Chief Financial
Officer of the Company and is collateralized by a security interest in funds to
be received from certain future sales. The Company also granted, to the
accredited investor, a warrant for the purchase of 100,000 shares of the
Company's commonstock at an exercise price of $0.20. Accordingly, the note has
been discounted to reflect the issuance of the warrants. As of the present
date, the note has not been paid.
During the nine months ended May 31, 2003, warrants to purchase 1,154,350
shares of the Company's common stock expired unexercised.
William A. Retz, R. Adm., USN (Ret) resigned effective January 2, 2003 as
Chief Executive Officer, director, and employee of the Company for personal
reasons. Admiral Retz has not had any disagreements with the management of the
Company.
The Company reached a severance agreement with Admiral Retz whereby he
received $82,500. The Company also accelerated the vesting of warrants
to purchase 200,000 shares of the Company's common stock at $0.5625 per
share: 100,000 as per terms of Retz's employment contract and 100,000 in
lieu of a bonus.
In February 2003 the Company entered into a consulting agreement with
Admiral Retz for the period of one year, whereby he will receive $3,000
per month from February 1, 2003 to July 31, 2003 and $5,000 per month
from August 1, 2003 to January 31, 2004. In conjunction with this agreement
the Company accelerated the vesting of warrants to purchase 100,000 shares
of the Company's common stock at $0.5625 per share. Accordingly $25,000 has
been charged to consulting expense for the period.
Page 9
In March 2003 the Company received $88,811 from a stockholder, in
exchange for a note bearing interest at 6.00% and payable by
December 31, 2004. The note is collateralized by a security interest in two
of the Company's patents. The proceeds were used to pay the severence and
social security taxes owed to Admiral Retz.
NOTE 5- Subsequent Events:
In June 2003 an accredited investor purchased 166,667 shares of the Companys
common stock at a purchase price of $.30 per share, for a total investment of
$50,000. In conjunction with the purchase, the Company issued 75,000
warrants at an exercise price of $.50 per share expiring in five years. The
warrants vested immediately.
In June 2003, the Company issued warrants to two individuals to purchase a
total of 10,000 shares each of the Companys common stock for $0.25 and $0.35
per share respectively, expiring in five years. The warrants vested
immediately.
In June 2003, the Company was awarded a Small Business Innovative Research
Grant (SBIR) from the office of Naval Research-United States Navy. Phase 1
is funded at $66,000 to $93,000 over a three to six month period.
In June 2003, a contract was signed with Gereral Motors/Fiat Worldwide
Purchasing for a long term Royalty Agreement that allows for the use of the
patented NoFire additive for the coating of the CNG tank in Fiat Automobiles.
In July 2003, the Company issued warrants to a director to purchase a
total of 700,000 shares of the Company's common stock for $0.30 per share,
expiring in seven years, in lieu of interest owed to the director. The
warrants vested immediately.
In July 2003, the Company issued warrants to three officers to purchase a
total of 1,475,000 shares of the Company's common stock for $0.30 per share,
expiring in seven years. The warrants vested immediately.
Page 10
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
has 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 is substantially 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
governmental 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 decisions 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.
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.
William A. Retz, R. Adm., USN (Ret) resigned effective January 2, 2003 as
Chief executive officer, director, and employee of the Company for personal
reasons. Admiral Retz has not had any disagreements with the management of the
company.
The Company reached a severance agreement with Admiral Retz whereby he
received $82,500. The Company also accelerated the vesting of warrants
to purchase 200,000 shares of the Company's common stock at $0.5625 per
share: 100,000 as per terms of Retz's employment contract and 100,000 in
lieu of a bonus.
In February 2003 the Company entered into a consulting agreement with
Admiral Retz for the period of one year, whereby he will receive $3,000
per month from February 1, 2003 to July 31, 2003 and $5,000 per month
from August 1, 2003 to January 31, 2004. In conjunction with this agreement
the Company accelerated the vesting of warrants to purchase 100,000 shares
of the Company's common stock at $0.5625 per share. Accordingly $25,000 has
been charged to consulting expense for the period.
Page 11
In June 2003, the Company was awarded a Small Business Innovative Research
Grant (SBIR) from the office of Naval Research-United States Navy. Phase 1
is funded at $66,000 to $93,00 over a three to six month period.
In June 2003, a contract was signed with Gereral Motors/Fiat Worldwide
Purchasing for a long term Royalty Agreement that allows for the use of the
patented NoFire additive for the coating of the CNG tank in Fiat Automobiles.
COMPARISON NINE MONTHS ENDED MAY 31,2003 AND MAY 31, 2002
Sales of $290,379 for the nine months ended May 31, 2003 represented a
increase of $124,543 or 75% from the $165,836 of the comparable nine-month
period of the prior year. The increase was obtained mainly through sales to
new customers. Cost of goods sold during the same periods were $149,410
compared to $87,680, resulting in a gross profit of $140,969 compared to
$78,680 in the prior year.General and administrative expenses for the nine
months ended May 31, 2003 were $824,721 representing a decrease of $46,516 or
5% from the $871,237 of the similar period of the prior year. The most
significant changes were increases in rent, payroll taxes and consulting of
$6,132, $13,520, $27,455 respectively and decreases in repricing of
warrants of $44,000 and officers salaries of $72,223
During the nine months ended in both 2003 and 2002, the Company
realized approximately $181,000 and $206,000 respectively through the sale
of a portion of its New Jersey Net Operating Loss Carryforward under a
program sponsored by that state.
COMPARISON THREE MONTHS ENDED MAY 31, 2003 AND MAY 31, 2002
Sales of $102,526 for the three months ended MAY 31, 2003 represented an
increase of $40,448 or 65% from the $62,078 for the comparable three-month
period of the prior year. The increase was obtained mainly through sales to
new customers . Cost of goods sold for the same periods increased to $60,986
from $31,004, resulting in a gross profit of $41,540 compared to $31,074 in
the similar period of the prior year. General and administrative expenses for
the three months ended May 31, 2003 were$263,728 representing a decrease of
$22,598 from the $286,326 of the similar period of the prior year.The most
significant change was a decrease in officers salaries of $42,084.
Page 12
LIQUIDITY AND CAPITAL RESOURCES
At May 31, 2003 the Company had cash balances of $8,984. In order to
fund continuing operations during the nine months ended on that date, the
Company borrowed approximately $145,000 from two accredited investors.
These loans are secured by future receivables with $90,000 due on
April 30,2003 and $55,000 on May 30,2003. As of the present date these loans
have not been repaid.
In March 2003 the Company received $88,811 from a stockholder, in
exchange for a note bearing interest at 6.00% and payable by December 31,
2004. The note is collateralized by a security interest in twoof the Company's
patents. The proceeds were used to pay the severence and social security taxes
owed to Admiral Retz.
The Company has deferred payment of $1,168,718 of the installments of the
Chapter 11 liability to unsecured creditors that were due in September
1996, 1997, 1998 and 1999. Of that deferred amount, $790,686 is due to
officers and directors of the Company. 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
Part 1, Item 3. Controls and Procedures
Within the 90-day period prior to the date of this report, our Chief Executive
Officer and Chief Financial Officer performed an evaluation of our disclosure
controls and procedures, which have been designed to permit us to effectively
identify and timely disclose important information. They concluded that the
controls and procedures were effective. Since the date of the evaluation, we
have made no significant changes in our internal controls or in other factors
that could significantly affect our internal controls.
Page 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 1- Sarbanes-Oxley Act Section 906 Certification
No reports on Form 8-K were filed during the quarter ended May 31, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 21,2003 NoFire Technologies, Inc.
By: /s/ Samuel Gottfried
----------------
Samuel Gottfried
Chief Executive Officer
By: /s/ Sam Oolie
----------------
Sam Oolie
Chief Financial Officer
Page 14
I, Samuel Gottfried certify that:
1. I have reviewed this quarterly report on Form 10-QSB 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 statements, 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5.The registrant's other certifying officers and I have disclosed,based
on our most recent evaluation, to the registrant's board of directors(or
persons performing the equivalent functions
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 21, 2003 /s/ Samuel Gottfried
---------------------
Samuel Gottfried
Chief Executive Officer
Page 15
I, Sam Oolie, certify that:
1. I have reviewed this quarterly report on Form 10-QSB 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 statements, 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 registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I indicated in this
quarterly report that there were no significant changes in internal
controls or in other factors that could significantly affect internal
control subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date:July 21, 2003 /s/Sam Oolie
---------------------------
Sam Oolie
Chief Financial Officer
Page 16
CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), each of
the undersigned officers of NoFire Technologies, Inc., a Delaware corporation
(the Company), does hereby certify, to the best of
such officer's knowledge and belief, that:
The Quarterly Report on Form 10-QSB for the the Nine Months ended May 31,
2003 of the Company fully complies with the requirements of section 13 (a)
or 15 (d) of the Securities Exchange Act of 1934: and
The information contained in the Form 10-QSB fairly presents in all material
respects, the financial condition and results of operations of the Company.
Dated: July 21,2003 /s/ Samuel Gottfried
--------------------
Chief Executive Officer
Dated: July 21,2003 /s/ Sam Oolie
--------------------
Chief Financial Officer
Exhibit 1