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 November 30, 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.
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(Name of small business issuer in its charter)
Delaware 22-3218682
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21 Industrial Avenue, Upper Saddle River, New Jersey 07458
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(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
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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: 41,761,715 shares of Common
Stock as of January 15, 2010.
Page 1
NOFIRE TECHNOLOGIES, INC.
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Balance Sheets as of November 30, 2009(unaudited)
and August 31, 2009 3
Statements of Operations for the Three Months
ended November 30, 2009 and 2008 (unaudited) 5
Statements of Cash Flows for the
Three Months ended November 30, 2009 and 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
November 30, August 31,
2009 2009
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(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $ 425 $ 6,089
Accounts receivable - trade 42,872 89,498
Inventories 73,872 90,563
Prepaid expenses and other current assets 12,233 4,848
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Total Current Assets 129,402 190,998
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OTHER ASSETS:
Security deposits 37,240 37,240
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$ 166,642 $228,238
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See accompanying notes to financial statements
Page 3
NOFIRE TECHNOLOGIES, INC.
BALANCE SHEETS
November 30, August 31,
2009 2009
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(UNAUDITED)
LIABILITIES AND STOCKHOLDERS DEFICIENCY
CURRENT LIABILITIES:
Settled liabilities $ 378,031 $ 378,031
Accounts payable and accrued expenses 2,254,181 2,170,975
Loans and advances payable to
stock holders 159,648 189,148
Deferred salaries 3,044,704 2,915,870
Loans payable 533,490 452,890
Convertible Debentures 8% (net) 609,055 519,096
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Total Current Liabilities 6,979,109 6,626,010
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LONG TERM LIABILITY
Deferred revenue-licenses 10,915 11,242
STOCKHOLDERS' DEFICIENCY:
Common stock $.01 par value:
Authorized - 150,000,000 shares
issued and outstanding 40,635,715
shares at November 30, 2009 and
41,761,715 at August 31, 2009 417,616 406,360
Capital in excess of par value 19,386,775 19,293,602
Stock subscription receivable (13,250) (13,250)
Accumulated Deficit (26,614,523) (26,095,778)
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Total Stockholders' Deficiency (6,823,382) (6,409,014)
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$ 166,642 $ 228,238
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See accompanying notes to financial statements
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NOFIRE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
For the Three Months
Ended November 30,
2009 2008
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(UNAUDITED)
SALES
Sales Product $ 90,380 $ 179,446
Licenses - 75,335
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NET SALES 90,380 254,781
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COSTS AND EXPENSES:
Cost of sales 98,583 187,668
General and administrative 273,120 277,833
Testing 13,977 12,017
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385,680 477,518
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LOSS FROM OPERATIONS (295,300) (222,737)
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OTHER EXPENSES:
Interest expense including
$107,920 and $28,676 of equity
based interest expense for the
three months ended November 2009
and 2008 respectively 223,445 117,652
Interest income (18)
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TOTAL OTHER EXPENSES 223,445 117,634
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LOSS BEFORE INCOME TAXES (518,745) (340,371)
INCOME TAX BENEFIT - 21,453
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NET LOSS $ (518,745) $ (318,918)
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 41,198,490 40,273,465
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BASIC AND DILUTED EARNINGS LOSS
PER COMMON SHARE $ (.01) $ (0.01)
========== ==========
See accompanying notes to financial statements
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NOFIRE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
For the Three Months
Ended November 30,
2009 2008
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(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (518,745) (318,918)
Adjustments to reconcile net loss to
cash flows from operating activities:
Amortization of interest expense for
discount on note payable 89,959 28,676
Amortization of deferred revenue (327) (327)
Equities issued as interest on current
and past due loans payable 17,961 -
Warrants and stock issued for services and
Vendor penalty payments 36,468 -
Changes in operating assets and liabilities
Inventory 16,691 107,673
Accounts receivable 46,626 35,811
Prepaid and other expenses (7,385) (19,102)
Accounts payable and accrued expenses 83,154 113,571
Deferred salaries 128,834 93,544
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Net cash flows from operating activities (106,764) 40,928
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See accompanying notes to financial statements
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NOFIRE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
For the Three Months
Ended November 30,
2009 2008
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(UNAUDITED)
CASH FLOWS FROM INVESTING ACTIVITIES
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Net cash flows from investment activities - -
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CADH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock
net of related expenses 50,000 -
Net proceeds from short term loans 80,600 (4,000)
loans and advances (received) paid to
stockholders (29,500) (38,343)
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Net cash flows from financing activities 101,100 (42,343)
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NET CHANGE IN CASH (5,664) (1,415))
CASH AT BEGINNING OF PERIOD 6,089 2,334
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CASH AT END OF PERIOD
$ 425 $ 919
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SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ - $ 29,490
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Income taxes paid (received) $ - $ (21,423)
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Shares and warrants issued for interest,
penalties and services $ 54,429 -
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See accompanying notes to financial statements
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\
NOFIRE TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
November 30, 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-K for the
year ended August 31, 2009 (the 10-K) 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-K for the most recent fiscal year.
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 and FASB guidance for recording equity based compensation.
The weighted average fair value of warrants and shares has been estimated on
the date of grant using the Black-Scholes pricing model. There was $36,468 and
$28,676 of expense recorded for the quarters ended November 30, 2009 and
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NOFIRE TECHNOLOGIES, INC
NOTES TO FINANCIAL STATEMENT
(Unaudited)
November 30, 2009
November 30, 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 Three Months ended November 30,
2009 2008
Risk free interest rate 2.54% 2.76%
Expected life
Yrs 4.5 4.5
Dividend rate 0.0 0.0%
Expected volatility 148% to 154% 211%
New Accounting Pronouncements
Revenue Recognition -Multiple Deliverable Revenue Arrangements
In October 2009, the FASB issued guidance for Revenue Recognition Multiple
Deliverable Revenue Arrangements (Subtopic 605-25 ) Subtopic. This
accounting standards update establishes the accounting and reporting guidance
for arrangements under which the vendor will perform multiple revenue
generating activities. Vendors often provide multiple products or services to
their customers. Those deliverables often are provided at different points in
time or over different time periods. Specifically, this Subtopic addresses how
to separate deliverables and how to measure and allocate arrangement
consideration to one or more units of accounting. The amendments in this
guidance will affect the accounting and reporting for all vendors that enter
into multiple-deliverable arrangements with their customers when those
arrangements are within the scope of this Subtopic. This Statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after June 15, 2010. Earlier adoption is permitted. If a
vendor elects early adoption and the period of adoption is not the beginning
of the entity?s fiscal year, the entity will apply the amendments under this
Subtopic retrospectively from the beginning of the entity s fiscal year. The
presentation and disclosure requirements shall be applied retrospectively for
all periods presented. Management believes this Statement will have no impact
on the financial statements of the Company once adopted.
We have reviewed the issued but not yet effective accounting pronouncements
and have deemed such accounting pronouncements not to be relevant to the
company and the adoption of such accounting pronouncements once effective will
not have a material effective 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.
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NOFIRE TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
November 30, 2009
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.
NOTE 5 Other Debt:
In September 2009 the Company borrowed $33,000 from a qualified
individual. The Company pledged the proceeds from the sale of the 2008
New Jersey tax loss carry forward. In conjunction with the above the
Company issued five year warrants to purchase 50,000 shares of the
Company s common stock at $.08 per share. The warrants vested
immediately. The fair value of these warrants was $2,943 and has been
expensed. In December 2009 the loan was repaid with the proceeds from
the sale of the 2008 New Jersey tax loss carryforwards.
In November 2009 two qualified individuals loaned the Company a totalof
$50,000 at the rate of 15%. In conjunction with the above the Company
issued five year warrants to purchase 50,000 shares of the Company s
common stock at $.12 and 15 per share. The warrants vested immediately.
The fair value of these warrants was $5,557 and has been expensed.
NOTE 6- Equity Transactions
A recap of all the warrants were issued during the quarter are as follows:
Name Issue Date Exp Date Warrants Exercise Price Purpose
Individual Sept 09 Sept 2019 50,000 $.08 Debt costs
Investor Oct 09 Oct 2011 300,000 $.0833 Equity raise
Individual (2) Oct 09 Oct 2014 68,943 $.04-$.08 Services/Rent
Individual Oct 09 Oct 2011 50,000 $.15 Debt costs
Individuals (2) Nov 09 Nov 2014 17,000 $.12-$.15 Debt costs
Individuals Nov 09 Nov 2014 50,000 $.10 Services
During the quarter ended November 30, 2009, 535,943 of warrants were issued to
purchases shares of common stock and 200,000 of warrants to purchase common
stock expired.
During the quarter ended November 30, 2009, the Company issued 525,550
shares for current and past services. The fair value of such shares was
$31,902 and has been expensed.
During the quarter ended November 30, 2009, the Company raised $50,000
from the sale of 600,000 shares of common stock and 300,000 warrants with
a two year term and an exercise price of $.0833 per share.
NOTE 7 - COMMITMENTS AND CONTINGENCIES:
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. On
December 18, 2009 a summary judgment was entered against the Company. The
Company believes this lawsuit is without merit. The contract should have been
voided for various reasons, and is vigorously disputing the claim.
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NOFIRE TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
November 30, 2009
NOTE 8 - SUBSEQUENT EVENTS:
The Company has evaluated the subsequent disclosure through January 14 2010
For its adequacy.
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 THREE MONTHS ENDED NOVEMBER 30, 2009 AND NOVEMBER 30, 2008
Sales of $90,380 for the three months ended November 30, 2009 represented an
decrease of 64.5% from the $254,781 for the comparable three-month period of
the prior year. Cost of goods sold during the same period decreased from
$187,668 to $98,583 resulting in a gross profit of $(8,203) compared to
$ 67,113 in the prior year. Selling, general and administrative expenses for
the three months ended November 30, 2009 were $273,120, representing a
decrease of $4,713 or 1.7% from the $277,833 for the similar period of the
prior year.
Page 11
During the quarters ended November 30, 2009 and 2008 the Company realized
approximately $-0- and $21,453 , 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 November 30, 2009 the Company had cash a balance of $ 425.
The Company has deferred payment of $378,031 of the installments of the
Chapter 11 liability to unsecured creditors that were due in installments
through September 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 such 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. On
December 18, 2009 a summary judgment was entered against the Company. The
Company believes this lawsuit is without merit. The contract should have been
voided for various reasons, and intends to vigorously dispute the claim.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In October 2009 600,000 shares of common stock and 300,000 warrants
exercisable at $.0833 were sold for $50,000. Proceeds were used for working
capital purposes.
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: January 18, 2010 NoFire Technologies, Inc.
By: /s/ Samuel Gottfried
Sam Gottfried
Chief Executive Officer
By: /s/ Sam Oolie
Sam Oolie
Chairman of the Board,
Chief Financial Officer
Page 13