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
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Nofire Technologies, Inc
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19945 22-3218682
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21 Industrial Ave, Upper Saddle River, New Jersey 07458
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(Address of principal executive offices; zip code)
Registrant's telephone number, including area code (201) 818-1616
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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*
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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
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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
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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
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Samuel Gottfreid
Chief Executive Officer
By: /s/ Sam Oolie
Date: August 31, 2004 -----------------------
Sam Oolie
Chief Financial Officer