UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 3,2004
-------------
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
--------------
<page>
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
(a)
(1) See below
(2) On November 1, 2004, the company agreed to a conversion of debt
whereby certain officers, directors and creditors converted 8%
convertible debentures 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.
The following is a list of individuals
Converted
Debt Stock Warrants*
Sam Oolie 426,465 3,098,496 11,706,954
Sam Gottfried 394,326 2,864,952 10,816,443
Alphonso Margino 164,317 1,200,385 5,972,934
Gerald Litwin 258,000 1,867,900 5,603,700
Bernard Koster 15,292 110,713 332,139
Mitchell Goldstone 25,000 180,998 542,994
--------- ---------- -----------
1,283,400 9,323,444 34,975,164
*Not convertible in that they are subject to increases in common stock.
(3) After these transactions have been recorded the group has a beneficial
interest of 38.1% in the company. Warrants are not included in this
percentage.
(4) See (2) above
(5) No loans or pledges were obtained by the acquiring group.
(6) None
(7) 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: December 27, 2004 by: /s/Samuel Gottfreid
-----------------
Chief Executive Officer
by: /s/Sam Oolie
Date: December 27, 2004 ---------------------
Chief Financial Officer