SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 28, 2009

[] 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.
 -------------------------
 (Name of small business issuer in its charter)

 Delaware 22-3218682
 --------- -----------
(State or other jurisdiction of (I.R.S. 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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large Accelerated Filer ___Accelerated Filer___ Smaller Reporting Company [X} Non Accelerated Filer ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X}

State the number of shares of each of the issuer's classes of common equity outstanding at the latest practicable date: 40,298,465 shares of Common Stock as of April 20, 2009.

Page 1

NOFIRE TECHNOLOGIES, INC.

FORM 10-Q

INDEX

PART I - FINANCIAL INFORMATION PAGE

Item 1. Financial Statements:

 Balance Sheets as of February 28, 2009(unaudited)
 and August 31, 2008 3

 Statements of Operations for the Six Months
 ended February 28, 2009 and February 29, 2008
 (unaudited) 5

 Statements of Cash Flows for the
 Six Months ended February 28, 2009 and February 29,
 2008 (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. Quantitative and Qualitative Disclosures about
 Market Risk 12

Item 4(t). Controls and Procedures 12


Part II - OTHER INFORMATION

Item 1. Legal Proceeding 13

Item 2. Unregistered Sales of Equity Securities and
 Use of Proceeds 13

Item 6. Exhibits 13

 Signatures 13

 Certification of Financial Information Exhibits 31.1 31.2

 Sarbanes-Oxley Act Section 906 Certification Exhibits 32.1 32.2

Page 2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NOFIRE TECHNOLOGIES, INC.
BALANCE SHEETS

 February 28, August 31,
 2009 2008
 ----------- ----------
 (UNAUDITED)

 ASSETS

CURRENT ASSETS:
 Cash $ 372 $ 2,334
 Accounts receivable - trade 22,634 83,451
 Inventories 130,304 203,068
 Prepaid expenses and other current assets 44,672 22,419
 --------- ----------
 Total Current Assets 197,982 311,272
 --------- ----------

OTHER ASSETS:
 Security deposits 37,239 37,065

 ---------- ---------
 $ 235,221 $348,337
 ========== ==========

See accompanying notes to financial statements

Page 3

NOFIRE TECHNOLOGIES, INC.
BALANCE SHEETS

 February 28, August 31,
 2009 2008
 ----------- ----------
 (UNAUDITED)

 LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIENCY)

CURRENT LIABILITIES:
 Settled liabilities $ 378,031 $ 378,031
 Accounts payable and accrued expenses 1,922,643 1,610,733
 Loans and advances payable to
 stock holders 188,730 247,874
 Deferred salaries 2,645,949 2,449,900
 Loans payable 381,735 408,583
 Convertible Debentures 8% 595,928 595,928
 Debt discount (194,258) -
 ---------- ---------
 Total Current Liabilities 5,918,758 5,691,049
 ---------- ---------

LONG TERM LIABILITY
 Deferred revenue-licences 11,896 12,550

STOCKHOLDERS' EQUITY (DEFICIENCY):

Common stock $.01 par value:
 Authorized - 150,000,000 shares
 issued and outstanding 40,298,465 and
 40,273,465 at February 28, 2009 and
 August 31, 2008 respectively. 402,985 402,735
 Capital in excess of par value 19,141,918 18,778,157
 Stock subscription receivable (13,250) (13,250)
 Accumulated Deficit (25,227,086) (24,522,904)
 ---------- ----------
Total Stockholders' Equity (Deficiency) (5,695,433) (5,355,262)
 ---------- ----------
 $ 235,221 $ 348,337
 ========== ==========

See accompanying notes to financial statements

Page 4

NOFIRE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS

 For the Six Months For the Three Months
 Ended Ended
 February 28, February 29, February 28, February 29,
 2009 2008 2009 2008
 ---------- ------ ------ ------
 (UNAUDITED) (UNAUDITED)
SALES

 Product $ 421,353 $ 226,123 $ 166,571 $ 227,599
 Licenses - 85,064 - -
 Research Fees - 9,111 - 8,857
 -------- --------- ---------- ---------
NET SALES 421,353 320,298 166,571 236,456
 ---------- --------- ---------- ----------
COSTS AND EXPENSES:
 Cost of sales 247,791 90,838 60,122 60,242
 Research and development costs 22,684 29,814 10,666 14,396
 General and administrative (includes
 equity based compensation expense of
 $147,529 and $44,250 for the six
 months ended February 29, 2008 and
 February 28 2009 and $147,529 and
 $44,250 for the three months ended
 February 29, 2008 and February 28,
 2009) 590,325 684,198 312,490 401,233
 ---------- ---------- ----------- ----------
 860,800 804,850 383,278 475,871
 ---------- --------- ----------- ----------
LOSS FROM OPERATIONS (439,447) (484,552) (216,707) (239,415)
 ---------- ---------- ----------- ----------
OTHER EXPENSES:
 Interest expense (includes
 equity based interest expense of
 $28,794 and $100,503 for the six
 months ended February 29,2008 and
 February 28, 2009 and $12,294 and
 $71,827 for the three months ended
 February 29,2008 and February 28,
 2009) 286,187 182,036 168,556 100,206
 ---------- ---------- ------------ ---------
LOSS BEFORE INCOME TAXES (725,634) (666,588) (385,263) (339,621)
DEFERRED INCOME TAX BENEFIT 21,453 48,100 - -
 ---------- ---------- ------------- ----------
NET LOSS (704,181)) (618,488) (385,263) (339,621)
 ========== ========== ============= ==========

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING ?basic & diluted 40,281,798 39,742,045 40,285,965 39,874,043
 ========== ========== ============= ==========
BASIC AND DILUTED EARNINGS LOSS
 PER COMMON SHARE $ (0.02) $ (0.02) $ (0.01) (0.01)
 ========== ========== ============== =========

See accompanying notes to financial statements

Page 5

NOFIRE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS

 For the six Months
 Ended
 February 28, February 29,
 2009 2008
 --------- ---------
 (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss $ (704,181) (618,488)
 Adjustments to reconcile net loss to
 cash flows from operating activities:
 Equity issued in exchange for services 44,250 147,529
 Warrants issued in exchange for debt
 Extension - 28,794
 Amortization of interest expense for
 Discount on notes payable 100,503 -
 Changes in operating assets and liabilities
 Amortization of deferred revenue (654) -
 Inventory 72,764 (58,274)
 Accounts receivable 60,817 134,347
 Prepaid and other expenses (22,253) 50,770

 Accounts payable and accrued expenses 311,910 78,204
 Deferred salaries 221,049 181,017

 ---------- ---------
 Net cash flows from operating activities 84,205 (56,101)
 ---------- ---------

See accompanying notes to financial statements

Page 6

NOFIRE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS

 For the six Months
 Ended
 February 28, February 29,
 2009 2008
 --------- ---------
 (UNAUDITED)
CASH FLOWS FROM INVESTING ACTIVITIES
 Security deposits (174) -
 ---------- --------
Net cash flows from investment activities (174) -
 ---------- ---------

CADH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from issuance of common stock
 net of related expenses - 234,509
 Net proceeds (repayment of) short term loans (26,848) 56,846
 Repayment of convertible debenture - (165,000)
 Payments on advances from stockholders (59,145) (99,300)
 ---------- ----------
Net cash flows from financing activities (85,993) 27,055
 ---------- ----------
NET CHANGE IN CASH (1,962) (29,046)

CASH AT BEGINNING OF PERIOD 2,334 31,416
 ---------- ----------
CASH AT END OF PERIOD
 $ 372 $2,370
 ========== ==========


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 49,380 $ 62,568
 ========== ==========

Income taxes paid (received) $ (21,453) $ (48,152)
 =========== ===========

See accompanying notes to financial statements

Page 7

NOFIRE TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

February 28, 2009

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, 2008 (the "10-KSB") and is presented for comparative purposes. All other financial statements are unaudited. In the opinion of management, all adjustments that 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.

Going Concern- 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 has reported substantial losses since inception. The Company's viability as a going concern is dependent upon its ability to achieve profitable operations through increased sales, obtaining additional financing or receiving additional capital. This raises substantial doubt about the Company s ability to continue as a going concern.

NOTE 2 - Reorganization:

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- Summary Of Significant Accounting Policies:

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.

Estimates and Uncertainties - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affects the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined at a later date, could differ from those estimates.

Financial Instruments - Financial instruments include accounts receivable, other assets, accounts payable, accrued expenses, settled liabilities and due to stockholders. The amounts reported for financial instruments are considered to be reasonable approximations of their fair values. The fair value estimates presented herein were based on market or other information available to management. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts.

Equity Based Compensation- Effective September 1, 2006, the Company adopted provisions of SFAS 123R for recording equity based compensation.

Page 8

NOFIRE TECHNOLOGIES, INC
NOTES TO FINANCIAL STATEMENT
(Unaudited)
February 28, 2009

The weighted average fair value of warrants has been estimated on the date of grant using the Black-Scholes warrants pricing model. There was $44,250 and $147,529 of expense recorded for the periods February 28, 2009 and February 29, 2008, respectively.

In accordance with SFAS 123, the fair value of each warrant grant has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 For the Six Months ended
 February 28, February 29,
 2009 2008

Risk free interest rate 1.67 % 2.76%
Expected life
Yrs 4.5 4.5
Dividend rate 0.0 0.0%
Expected volatility 234% 211%

New Accounting Pronouncements ? We have reviewed the issued but not yet effective accounting pronouncements and have deemed such accounting pronouncements not to be relevant or the adoption of such accounting pronouncements once effective will not have a material effect on the Company?s financial statements.

NOTE 4 - 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 would not be available.

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.

Page 9

NOFIRE TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

February 28, 2009

NOTE 5 ?Other Debt:

On September 2, 2005 the Company borrowed from an accredited investor $100,000 at the interest rate of 15%. The note had a one-year maturity date.

In October 2006 the Company paid $40,000 toward that debt plus accrued interest to the date of payment.

In December 2007 the Company paid an additional $48,152 of the debt using the proceeds of the sale of the New Jersey, net operating loss carry forward for the year 2007 for such payment.

In December 2008 the Company paid an additional 21,355 of the debt using the proceeds of the sale of the New Jersey, net operating loss carry forward for the year 2008 for such payment.

In conjunction with the above $100,000 note, ten year $.14 warrants were issued for the purchase of 1,000,000 shares of the Company?s common stock.

As of April 2009, a balance of $6,500 is still due.

NOTE 6- Equity Transactions

Warrants were issued during the period as follows:

Name Issue Date Expiration Date Shares of Stock Exercise Price

Investors (2) October 08 October 2013 1,504,436 $.30
Investors (2) November 08 November 2013 550,000 $.25-$.30
Employees (5) January 09 January 2014 561,000 $.10

During the periods ended February 28 2009 and February 29, 2008, 970,000 and 2,349,436 warrants to purchase shares of the Company s common stock expired.

NOTE 7- Subsequent Events

none

Page 10

NOFIRE TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

February 28, 2009

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 have 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 has been 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: utilities 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 government 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 decision 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 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. Any new product opportunity will be pursued if it is viable.

Additional efforts are also being directed to increase international sales by establishing distributor relationships in strategic locations throughout the industrialized and third world countries.

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.

COMPARISON SIX MONTHS ENDED February 28, 2009 AND February 29, 2008:
Sales of $421,353 for the six months ended February 28, 2009 represented an increase of 31.5% from the $320,298 for the comparable six-month period of the prior year. Cost of goods sold during the same period increased from $90,838 to $247,791 resulting in a gross profit of $173,562 compared to $229,460 in the prior year. Selling, general and administrative expenses for the six months ended February 28, 2009 were $590,325, representing a decrease of $93,873 or 13.7% from the $684,198 of the similar period of the prior year.

Page 11

The main decrease during the period was $103,279 in equity based compensation.

COMPARISON THREE MONTHS ENDED February 28, 2009 and February 29, 2008:
Sales of $166,571 for the three months ended February 28, 2009 represented a decrease of 29.6% from the $236,456 for the comparable three-month period of the prior year. Cost of goods sold during the same period decreased from $60,242 to $60,122 resulting in a gross profit of $106,449 compared to $176,214 in the prior year. Selling, general and administrative expenses for the three months ended February 28, 2009 were $312,490 representing a decrease of $88,743 or 22.1% from the $401,233 of the similar period of the prior year.

During the periods ended February 28, 2009 and February 29, 2008, the Company realized approximately $21,453 and $48,152, respectively, through the sale of a portion of its New Jersey Net Operating Loss Carry Forward under a program sponsored by that state.

LIQUIDITY AND CAPITAL RESOURCES

At February 28, 2009 the Company had cash a balance of $ 372.

The Company has deferred payment of $378,031 of the installments of the Chapter 11 liability to unsecured creditors that were due in September 1996, 1997, 1998 and 1999. 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company does not issue or invest in financial instruments or derivatives for trading or speculative purposes. Substantially all of the operations of the Company are conducted in the United States and as a result are not subject to material foreign currency exchange rate risk.

Item 4(t). CONTROLS AND PROCEDURES

Our management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

There have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this report.

Page 12

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

A complaint was filed in the Superior Court of New Jersey, Law Division, Bergen County on May 27, 2008. It is alleged by the plaintiff that the Company entered into a contract with Otis and June Hastings and $250,000 remains due and owing under said contract. The Company maintains that it has fully satisfied the terms of the contract, including all monetary obligations. On December 10, 2008 a mediation was held but the case was not resolved Discovery is proceeding. The Company believes this lawsuit is without merit and intends to vigorously dispute the claim.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In February 2009 an officer of the Company converted 250,000 warrants into common stock of the Company.

The price was determined to be $.10 per share which calculated at $25,000. The manner of payment was a reduction of $25,000 from the accrued payroll due him.

Item 6. EXHIBITS

Exhibits 31.1 31.2 Certification of Financial Information

Exhibit 32.1 32.2 Sarbanes-Oxley Act Section 906 Certification

SIGNATURES
In accordance with the requirements of the 1934 Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 20, 2009 NoFire Technologies, Inc.

 By: /s/ Samuel Gottfried
 Samuel Gottfried
 Chief Executive Officer

 By: /s/ Sam Oolie
 Sam Oolie
 Chairman of the Board,
 Chief Financial Officer

Page 13
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