<PAGE>
                    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 November 30, 1997

           [ ]  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
                                    ---     ---

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: 9,898,800 shares of Common
Stock as of December 31, 1997.

Transitional Small Business Disclosure Format (check one):

                                 YES     NO X
                                    ---    ---

                            Page 1
<PAGE>                               

                    NOFIRE TECHNOLOGIES, INC.
                               
                          FORM 10-QSB
                               
                             INDEX
                               
PART I - FINANCIAL INFORMATION                             PAGE

Item 1.  Unaudited Financial Statements:
        
         Balance Sheets as of November 30, 1997
         and August 31, 1997                                 3
         
         Statements of Operations for the
         Three Months ended November 30, 1997
         and 1996                                            5

         Statements of Cash Flows for the
         Three Months ended November 30, 1997 and 1996       6

         Notes to Unaudited Financial Statements             8

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations      11


Part II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                   12

         Signatures                                         12


                                  Page 2

<PAGE>
              PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      NOFIRE TECHNOLOGIES, INC.
                    (A Development Stage Company)

                           BALANCE SHEETS

                                              November 30,   August 31,
                                                  1997          1997
                                              -----------   ----------
                                               (UNAUDITED)

              ASSETS

CURRENT ASSETS:
    Cash                                      $      912    $      505
    Inventory                                     90,412        96,842
    Prepaid expenses and other current assets     17,035        15,093
                                               ---------    ----------
    Total Current Assets                         108,359       112,440
                                               ---------    ----------
EQUIPMENT, less accumulated depreciation           3,624         3,749
                                               ---------    ----------
OTHER ASSETS:
    Patents, less accumulated amortization of
      $675,000 at November 30, 1997 and
      $600,000 at August 31, 1997                825,000       900,000
    Security deposits                             18,973        18,473
    Excess of reorganization value over net
      assets, less accumulated amortization
      of $94,959 at November 30,1997 and
      $84,408 at August 31, 1997                 116,062       126,613
                                              ----------     ---------
                                                 960,035     1,045,086
                                              ----------     ---------
                                              $1,072,018    $1,161,275
                                              ==========    ==========




See accompanying notes to financial statements


                                  Page 3
<PAGE>
                      NOFIRE TECHNOLOGIES, INC.
                    (A Development Stage Company)
                                    
                           BALANCE SHEETS
                                    
                                              November 30,   August 31,
                                                  1997          1997
                                              -----------    ----------
                                              (UNAUDITED)

        LIABILITIES AND STOCKHOLDERS' EQUITY
                     (DEFICIENCY)

CURRENT LIABILITIES:
    Current portion of settled liabilities    $1,254,096      $ 839,357
    Accounts payable and accrued expenses        430,958        438,287
    Due to stockholders                           78,850         71,000
    Deferred salaries                            434,826        390,978
                                              ----------      ---------
                                               2,198,730      1,739,622
                                              ----------      ---------

OTHER LIABILITIES
    Settled liabilities, less current          
         maturities                            1,148,022      1,532,602
    Convertible debentures - 8% due
         January 31, 1999                        436,002        436,002
                                              ----------     ----------
                                               1,584,024      1,968,604
                                              ----------     ----------

STOCKHOLDERS'  EQUITY (DEFICIENCY):
    Common stock $.20 par value:
      Authorized - 25,000,000 shares
      Issued and outstanding - 9,867,200
       shares at November 30, 1997 and
       9,667,200 shares at August 31, 1997     1,973,440      1,933,440
    Capital deficiency                        (1,085,750)    (1,245,748)
    Retained earnings (deficit)               (3,598,426)    (3,234,643)
                                              ----------     ----------
    Total Stockholders' Equity (Deficiency)   (2,710,736)    (2,546,951)
                                              ----------     ----------
                                              $1,072,018     $1,161,275 
                                              ==========     ==========

See accompanying notes to financial statements

                                  Page 4
<PAGE>
                  NOFIRE TECHNOLOGIES, INC.
                (A Development Stage Company)

                   STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                   July 13, 1987
                                                                     (Date of 
                                         For the Three Months       Inception) 
                                          Ended November 30,          through
                                            1997       1996      November 30, 1997
                                         ---------   ---------      ----------
                                             (UNAUDITED)
<S>                                      <C>         <C>           <C>
NET SALES                                 $  5,606   $  22,113      $  405,573

COSTS AND EXPENSES:
    Cost of sales                            2,562      10,440         245,274
    Selling, general and administrative    300,386     371,473       6,809,422 
                                         ---------   ---------      ----------
                                           302,948     381,913       7,054,696
                                         ---------   ---------      ----------
LOSS FROM OPERATIONS                      (297,342)   (359,800)     (6,649,123)
                                         ---------   ---------      ----------
OTHER EXPENSES:
    Interest expense                        66,443      69,970         631,975
    Interest income                            -           -            (6,774)
    Reorganization items                       -           -           365,426
    Litigation settlement                      -           -           198,996
                                         ---------   ---------      ----------
                                            66,443      69,970       1,189,623
                                         ---------   ---------      ----------
LOSS BEFORE DISCONTINUED OPERATIONS
  AND EXTRAORDINARY ITEM                  (363,785)   (429,770)     (7,838,746)

DISCONTINUED OPERATIONS                        -           -        (1,435,392)
                                         ---------    ---------     ----------
LOSS BEFORE EXTRAORDINARY ITEM            (363,785)   (429,770)     (9,274,138)

EXTRAORDINARY ITEM - Gain on
  debt discharge                               -           -           449,583
                                         ---------   ---------      ----------
NET LOSS                                 $(363,785)  $(429,770)    $(8,824,555)
                                         =========   =========      ==========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                           9,742,200    8,747,000
                                        =========    =========

EARNINGS (LOSS) PER SHARE               $   (0.04)   $   (0.05)
                                        =========    =========
</TABLE>

See accompanying notes to financial statements

                                Page 5
<PAGE>
                   NOFIRE TECHNOLOGIES, INC.
                (A Development Stage Company)

                   STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                          July 13, 1987
                                                                            (Date of 
                                                 For the Three Months       Inception) 
                                                   Ended November 30,        through
                                                    1997       1996     November 30, 1997
                                                 ---------   ---------       ----------
                                                      (UNAUDITED)
<S>                                              <C>         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                      $(363,785)  $(429,770)     $(8,824,555)
   Adjustments to reconcile net loss to
     net cash flows from operating activities:
        Depreciation and amortization               85,676      86,439          869,767
        Extraordinary gain on debt discharge           -           -           (449,583)
        Interest expense incurred to state settled
          liabilities at present value              46,084      57,921          486,023
        Revaluation of assets and liabilities
          to fair value                                -           -            482,934
        Litigation settlement                          -           -            198,996
        Common stock issued in exchange for
          services                                     -        26,787           62,500
        Changes in operating assets and liabilities
         (net of effects from reverse purchase
          acquisition)
             Inventory                               6,430      (6,351)         (90,412)
             Prepaid expenses                       (1,942)        897          (17,035)
             Accounts payable and accrued
               expenses                             (7,330)     59,900        2,677,944
             Security deposits                        (500)        -            (18,973)
             Deferred salaries                      43,848      43,848          434,826
             Obligation from discontinued
                 operations                            -           -             51,118
                                                ----------   ---------       ----------
Net cash flows from operating activities          (191,519)   (160,329)      (4,136,450)
                                                ----------   ---------       ----------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of equipment                              -         (1,483)         (27,801)
   Increase in patent costs                           -           -            (131,290)
   Acquisition accounted for as a
     reverse purchase                                 -           -            (517,893)
                                               -----------   ---------       ----------
Net cash flows from investing activities              -         (1,483)        (676,984)
                                               -----------   ---------       ----------
</TABLE>

See accompanying notes to financial statements

                          Page 6
<PAGE>
                   NOFIRE TECHNOLOGIES, INC.
                (A Development Stage Company)

                   STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                         July 13, 1987
                                                                           (Date of 
                                              For the Three Months        Inception) 
                                               Ended November 30,           through
                                                 1997       1996       November 30, 1997
                                               ---------    ---------      ----------
                                                    (UNAUDITED)
<S>                                           <C>            <C>           <C> 
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                       -             -          721,000
   Principal Payments on notes payable               -             -          (75,000)
   Principal Payment of settled liabilities      (15,924)     (240,625)    (1,795,659)
   Proceeds from issuance of common stock        200,000       405,000      4,569,040
   Collection of stock subscription receivable       -             -           95,000
   Proceeds from issuance of long-term debt          -             -          785,113
   Net Advances from stockholders                  7,850        (4,000)        78,850
   Proceeds from issuance of 8% convertible
          debentures                                 -             -          436,002
                                              ----------    ----------     ----------
Net cash flows from financing activities         191,926       160,375      4,814,346
                                              ----------    ----------     ----------
NET CHANGE IN CASH                                   407        (1,437)           912

CASH AT BEGINNING OF PERIOD                          505        2,474            -
                                              ----------    ----------     ----------
CASH AT END OF PERIOD                         $      912    $    1,037     $      912
                                              ==========    ==========     ==========


SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid                                 $    2,303    $    2,809     $   45,981
                                              ==========    ==========     ==========

Income taxes paid                             $      -      $      -       $      -
                                              ==========    ==========     ==========

Common stock issued in exchange
  for settlement of debt                      $      -      $      -       $   46,750
                                              ==========    ==========     ==========

Common stock issued in exchange
  for subscriptions receivable                $      -      $      -       $   95,000                          
                                              ==========    ==========     ==========   

Common stock issued in exchange for
  services, net of unearned compensation      $      -      $      -       $   62,500
                                              ==========    ==========     ==========
</TABLE>

See accompanying notes to financial statements


                          Page 7
<PAGE>
                        NOFIRE TECHNOLOGIES, INC.
                      (A Development Stage Company)

                    NOTES TO THE FINANCIAL STATEMENTS
                               (Unaudited)
                                
                             November 30, 1997

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, 1997 (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 generally accepted accounting principles 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 and shares issuable in connection with convertible
debentures is not included since it would be anti-dilutive.


NOTE 2 - Reorganization:

Prior to August 11, 1995, the effective date of its confirmed Plan of
Reorganization (the "Plan") pursuant to Chapter 11 proceedings under the
United States Bankruptcy Code (the "Code"), the Company operated under
the name of PNF Industries, Inc. ("PNF") and subsidiaries.

PNF was organized under the laws of the State of Delaware on July 13,
1987. Effective February 27, 1990, PNF acquired all the outstanding
common stock of Portafone Communications, Inc. ("Portafone") with its
wholly owned subsidiary, Unicell Corporation ("Unicell").  Portafone was
engaged in the business of selling, installing and renting cellular
telephones.  Unicell was licensed to act as a reseller of cellular
services in New York and Massachusetts.  The cellular phone business was
discontinued during calendar year 1993.

Effective August 6, 1991, PNF acquired 89% of the outstanding common
stock of both No Fire Engineering, Inc. and No Fire Ceramic Products,
Inc. in a transaction accounted for as a reverse acquisition.
Collectively, those two companies developed, manufactured and sold fire
retardant intumescent products.  Both of those subsidiaries were dissolved
during the fiscal year ended August 31,1997.

                                 Page 8
<PAGE>
                        NOFIRE TECHNOLOGIES, INC.
                      (A Development Stage Company)

                    NOTES TO THE FINANCIAL STATEMENTS
                               (Unaudited)
                                
                             November 30, 1997

On August 31, 1994, involuntary petitions for relief under Chapter 11 of
the Code were filed against the Company and certain of its subsidiaries.
Under the provisions of the Code, claims against the Company in 
existence prior to the Petition Date were stayed.  The Company continued 
its business operations and was managed by a Bankruptcy Trustee.  On 
April 7, 1995 the Bankruptcy Court confirmed the Plan.  The Plan 
provided that virtually all pre-petition claims of the Company would be 
paid in full over a four-year period.

On August 11, 1995, the effective date of the Plan, PNF emerged from
Chapter 11 as a reorganized company under the name NoFire Technologies,
Inc.  For financial reporting purposes, the Company reported the
effective date as of August 31, 1995.

As of August 11, 1995 the Company adopted "fresh start reporting" and
implemented the effects of such adoption in its balance sheet as of
August 31, 1995.


NOTE 3 - Fresh Start Reporting:

At August 31, 1995, under the principles of fresh start reporting, the
Company's total assets were recorded at their estimated reorganization
value of $1,750,000, with such value allocated to identifiable assets on
the basis of their estimated fair value.  The reorganization value
included the patents for intumescent fire retardant products which
patents were valued at $1,500,000.


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 raising
additional financing.

The Company has a liability for settled claims payable to creditors and
accrued expenses incurred in connection with the Plan.  Without the
achievement of profitable operations or additional financing, funds for
repayment would not be available.



                                 Page 9
                                    
<PAGE>                                    
                        NOFIRE TECHNOLOGIES, INC.
                      (A Development Stage Company)

                    NOTES TO THE FINANCIAL STATEMENTS
                               (Unaudited)
                                
                             November 30, 1997

Management believes that actions currently being undertaken to obtain
significant sales contracts will provide it with the opportunity to
realize profitable operations and to attract the necessary financing
and/or capital for the payment of outstanding obligations.


NOTE 5 - Warrants:

The Company has issued warrants for the purchase of common stock as
follows:

      Shares             Exercise Price
    --------             --------------
     990,000                  $1.00
   2,736,700                   2.00
      35,000                   2.50
     260,000                   3.00
      50,000                   3.25
      12,000                   5.00
   ---------
   4,083,700

The warrants will vest to the holders in various intervals ranging
from issue date to three years from issuance.




                                 Page 10
<PAGE>                                    
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION 
         AND RESULTS OF OPERATIONS

GENERAL

The Company continued its product development and application testing.
It now has several certifications for specific applications and has filed 
for four additional patents.  Continuing marketing efforts have brought the 
Company closer to achieving significant sales for applications in such 
diverse industries as nuclear power generation plants, high-speed ferries, 
electric utilities, low-cost manufactured homes, and automotive.  The Company 
believes that important supply contracts will be obtained from one or more 
of these areas in this fiscal year permitting the Company to leave the 
development stage.  The greatest obstacles to obtaining such contracts are 
the continuing tests and approvals required, competition against well 
established and better capitalized companies, and the slow process of 
specifying a new product in a highly regulated application.  The Company's 
most pressing need is a cash infusion as discussed below in the section on 
Liquidity and Capital Resources.  The Company's products perform their 
intended uses well and have been developed to the stage where they can be 
sold commercially in a form that is safe and easy to use.  The Company 
intends to continue its research and testing efforts to meet market 
opportunities.  The number of manufacturing and quality control 
employees will increase with increased production.  The salaried 
administrative and marketing staff is anticipated to remain constant 
with additional sales and marketing efforts provided by commissioned 
independent contractors.


COMPARISON THREE MONTHS ENDED NOVEMBER 30, 1997 AND NOVEMBER 30, 1996

The Company remained a development stage company. Sales of $5,606 for
the three months ended November 30, 1997 represented a decrease of 75%
from the $22,113  for the comparable three-month period of the prior 
year.  Cost of goods sold during the same periods decreased 76% from 
$10,440 to $2,562 resulting in a gross profit of $3,044 compared to 
$11,673 in the prior year.  Selling, general and administrative expenses 
for the three months ended November 30, 1997 were $300,386 representing 
a decrease of $71,087 or 19% from the $371,473 of the similar period of 
the prior year.  Almost all categories of expense remained at constant 
levels or were reduced.  The most significant change was a reduction of 
$57,500 in professional fees.


LIQUIDITY AND CAPITAL RESOURCES

At November 30, 1997 the Company had cash balances of $912.  In order
to fund continuing operations during the quarter ended on that date,
$200,000 was obtained by the private sales of unregistered common stock
with warrants to several accredited investors.  Because of limited cash
resources, the Company has deferred payment of $245,685 of the second
installment of the Chapter 11 liability to unsecured creditors that was
due in late September 1996, and $559,362 due in late September 1997.  In 
order to meet those liabilities and meet working capital needs until 
significant sales levels are achieved, the Company will continue to 

                                 Page 11
<PAGE>

explore alternative sources of funding including exercise of warrants, 
bank and other borrowings, issuance of convertible debentures and the 
sale of equity securities in a public or private offering.  Through 
December 31, 1997, an additional $25,000 was obtained in private sales 
of unregistered common stock with warrants to accredited investors.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended November 30,
1997.




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: January 9, 1998            NoFire Technologies, Inc.


                                   By:  /s/ Sam Oolie
                                        Sam Oolie
                                        Chairman and Chief
                                        Executive Officer









                                     Page 12