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 May 31, 2008

           [] 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: 41,021,029 shares of Common
Stock as of July 03, 2008.



Transitional Small Business Disclosure Format (check one):

                                 YES     NO X
                                    ---    ---




Page 1




                    NOFIRE TECHNOLOGIES, INC.

                          FORM 10-QSB

                             INDEX

PART I - FINANCIAL INFORMATION                              PAGE

Item 1.  Financial Statements:

         Balance Sheets as of May 31, 2008 (unaudited)
         and August 31, 2007                                  3

         Statements of Operations for the Nine Months and
         Three Months ended May 31, 2008 and May
         31, 2007 (unaudited)                                 5

         Statements of Cash Flows for the Nine Months ended
         May 31, 2008 and May 31, 2007(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.  Controls and Procedures                             13


Part II - OTHER INFORMATION

Item 1.   Legal                                              13

2. Unregistered Sales of Equity Securities and
use of proceeds                                    13

     3.   None                                               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



                                                 May 31,   August 31,
                                                  2008         2007
                                              -----------   ----------
                                               (UNAUDITED)

              ASSETS

CURRENT ASSETS
    Cash                                      $  2,227       $ 31,416
    Accounts receivable - trade                 58,017        301,286
    Inventories                                152,219         97,784
    Prepaid expenses and other current assets   28,696         94,842
                                               ---------    ----------
    Total Current Assets                       241,159        525,338
                                               ---------    ----------
OTHER ASSETS:
      Security deposits                         37,065         37,065

                                              ----------     ---------
                                             $ 278,224      $ 562,393
                                              ==========    ==========













See accompanying notes to financial statements
                                 Page 3




















                       NOFIRE TECHNOLOGIES, INC.
                           BALANCE SHEETS

                                                       May 31,    August 31,
                                                        2008         2007
                                                   -----------    ----------
                                                    (UNAUDITED)

        LIABILITIES AND STOCKHOLDERS' EQUITY
                     (DEFICIENCY)

CURRENT LIABILITIES:
    Settled liabilities                             $  378,031       $378,031
    Accounts payable and accrued expenses            1,509,830      1,363,228
    Loans and advances payable to stockholders         199,438        199,438
    Deferred salaries                                2,361,559      2,080,503
    Loans payable                                      337,583        290,737
    Convertible Debentures 8%                          595,928        595,928
    Convertible Debenture 10%                            -            165,000
    Deferred revenues                                    5,610           -
                                                     ----------      ---------
    Total Current Liabilities                        5,387,979      5,072,865
                                                     ----------      ---------

LONG TERM LIABILITY:
    Deferred revenue -licences                          12,877           -
                                                     ----------       --------
-


STOCKHOLDERS' EQUITY (DEFICIENCY):
    Common stock $.01 par value:
      Authorized - 150,000,000 shares
      issued and outstanding 40,010,290
      shares at May 31, 2008 and
      39,383,932 at August 31, 2007                    400,010        393,830
      Capital in excess of par value                18,697,588     17,877,058
      Stock receivable                                  (6,250)         -
      Accumulated Deficit                          (24,213,980)   (22,781,360)
                                                     ----------     ----------
    Total Stockholders' Equity (Deficiency)         (5,122,632)    (4,510,472)
                                                    ----------     ----------
                                                    $  278,224       $ 562,393
                                                     ==========     ==========














See accompanying notes to financial statements


                                  Page 4








                            NOFIRE TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                         For the Nine Months      For the Three Months
                                               Ended                     Ended
                                         May 31,    May 31,       May 31,      May 31,
                                           2008       2007        2008           2007
                                       ----------   ------       ------         ------
<S>                                         <C>        <C>         <C>            <C>
                                             (UNAUDITED)              (UNAUDITED)
SALES

    Product                            $ 434,705   $  507,060     $ 123,517    $  72,080
    Licenses                              12,928       44,632         3,817         -
    Research Fees                            -           -             -            -
                                        --------     ---------     ----------  ---------
NET SALES                                447,633      551,692       127,334       72,080
                                       ----------   ---------     ----------   ----------
COSTS AND EXPENSES:
    Cost of sales                        189,804     293,041        98,966        59,514
    Research and development costs        50,699      34,183        20,846         9,639
    General and administrative (includes
    equity based compensation expense of
    $194,353 for the nine months ended
    May 31, 2008 and $46,824 for the
    three months ended  May 31, 2008)  1,049,605     855,909       364,482       215,045
                                       ----------   ----------    -----------  ----------
                                       1,290,108   1.183.133       484,294       284,198
                                       ----------   ---------     -----------   ----------
LOSS FROM OPERATIONS                    (842,475)   (631,441)     (356,960)     (212,118)
                                       ----------   ----------    -----------   ----------
OTHER EXPENSES:
    Interest expense (includes
    equity based interest expense of
    $397,846 for the nine months ended
    May 31, 2008 and $369,052 for the
    three months ended May 31,2008)       638,858    3,075,670      456,721    1,576,062
                                        ----------   ----------    -----------  ---------
LOSS BEFORE INCOME TAXES               (1,481,333)  (3,707,111)    (813,681)  (1,788,180)
DEFERRED INCOME TAX BENEFIT                49,164       36,493         -          -
                                       ----------   ----------    -----------  ----------
NET LOSS                               $(1,432,169)$(3,670,618)  $(813,681)   $(1,788,180)
                                       ==========   ==========    ===========  ==========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING ?basic & diluted         39,936,235   37,173,652     40,000,965  37,173,652


  PER COMMON SHARE                     $ (0.04)      $ (0.10)       $ (0.02)      $(0.05)

</TABLE>





See accompanying notes to financial statements




                                Page 5









                   NOFIRE TECHNOLOGIES, INC.
                   STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                  For the Nine Months
                                                        Ended
                                                    May 31,   May,31,
                                                    2008        2007
                                                 ---------    ---------
                                                      (UNAUDITED)

<S>                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                   $ (1,432,169)  $(3,670,619)
   Adjustments to reconcile net loss to
        net cash flows from operating activities:
        Depreciation and amortization                    -         1,086
        Amortization of interest expense for
        discount on note payable                       -         120,243
        Warrants issued in exchange for loans
        by officer                                     -         139,908
        Equity issued in exchange for services      194,352      137,568
        Warrants issued for debt conversion
            or extension			    397,846    2,572,899
        Changes in operating assets and
        liabilities

            Inventory                               (54,435)    (89,182)
            Accounts receivable - trade             243,269     (10,163)
            Prepaid expenses and other               66,146     (23,709)
            Accounts payable and accrued expenses   274,430      247,784
            Deferred salaries                       281,056      273,806
                                                   ----------    --------
 Net cash flows from operating activities           (29,505)    (300,379)
                                                  ---------    ---------

</TABLE>

See accompanying notes to financial statements




Page 6
































                                  NOFIRE TECHNOLOGIES, INC.
                                  STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                For the Nine Months
                                                 May 31,     May 31,
                                                  2008        2007
                                               ---------     ---------
<S>                                                <C>            <C>
                                                    (UNAUDITED)
CASH FLOWS FROM INVESTING ACTIVITIES
             Security deposits                         -         (350)
                                                  ----------   --------
Net cash flows from investing activities               -         (350)
                                                  ----------    ------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issuance of common stock,
     net of related expenses                       234,509      413,017
   Payments on short  term loans                                (74,480)
   Payments on advances from stockholders         (116,039)     (38,000)
   Repayment of convertible debenture             (165,000)       -
   Net proceeds from short term loans               46,846        -
                                                 ----------   ----------
Net cash flows from financing activities               316      300,537
                                                 ----------  ----------
NET CHANGE IN CASH                                 (29,189)        (192)

CASH AT BEGINNING OF PERIOD                         31,416       18,107
                                                ----------    ----------
CASH AT END OF PERIOD                             $  2,227     $ 17,915
                                                ==========    ==========


SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid (received)                    (49,164)       (36,493)
                                               ========       =========

Interest paid                                  $ 194,854      $ 41,709
                                              ==========      ==========

Conversion of related party debt to
Convertible 8% debenture                       $   -         $ 126,000
                                              ===========     ==========

Common stock issued for debt conversion        $   -         $  53,550
                                              ============   ===========





</TABLE>


See accompanying notes to financial statements






Page 7






                        NOFIRE TECHNOLOGIES, INC.
                    NOTES TO THE FINANCIAL STATEMENTS
                               (Unaudited)
                               May 31, 2008
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, 2007 (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.

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.


The equity-based employee compensation expense has been determined by using
the weighted average fair value of warrants has been estimated on the date of
grant using the Black-Scholes warrants pricing model. The Company has granted
warrants to purchase common stock to employees and consultants during the
period ended May 31,2008 in the amount of $ 194,353 and $ 137,568 for the
period ended May 31, 2007. The warrants vested immediately upon issuance.
Page 8


                          NOFIRE TECHNOLOGIES, INC
                        NOTES TO FINANCIAL STATEMENT
                               (Unaudited)
                               May 31, 2008

In accordance with SFAS 123, the fair value of each option 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 Nine Months ended
                                               May 31,2008   May 31, 2007
Risk free interest rate                          3.74%              4.54%

Expected life
Yrs                                               5                   5
Dividend rate                                    0.0%                0.0%
Expected volatility                          202% to 211%            200%



FASB 157 - Fair Value Measurements

In September 2006, the FASB issued FASB Statement No. 157. This
Statement defines fair value, establishes a framework for measuring
fair value using generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This Statement
applies under other accounting pronouncements that require or permit
fair value measurements; the Board having previously concluded in those
accounting pronouncements that fair value is a relevant measurement
attribute. Accordingly, this Statement does not require any new fair
value measurements. However, for some entities, but not the Company, the
application of this Statement will change current practices. This Statement is
effective for financial statements for fiscal years beginning after November
15, 2007, which for the Company, is the first quarter of fiscal 2009. Earlier
application is permitted provided that the reporting entity has not yet issued
financial statements for that fiscal year. Management believes this Statement
will have no impact on the financial statements of the Company once adopted.

FASB 159 - Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued FASB Statement No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities  Including an Amendment
of FASB Statement No. 115 (SFAS 159). This Statement provides companies with
an option to measure, at specified election dates, many financial instruments
and certain other items at fair value that are not currently measured at fair
value. A company that adopts SFAS 159 will report unrealized gains and losses
on items for which the fair value option has been elected in earnings at each
subsequent reporting date. This Statement also establishes presentation and
disclosure requirements designed to facilitate comparisons between entities
that choose different measurement attributes for similar types of assets and
liabilities. This Statement is effective for fiscal years beginning after
November 15, 2007, which, for the Company, is the first quarter of fiscal
2009. Management does not believe that the adoption of SFAS 159 will have a
material impact on the financial statements of the Company once adopted.

We have reviewed all undisclosed new, but not yet adopted, accounting
pronouncements and have determined that these new accounting pronouncements
are not applicable, and will have no effect on the Company.
Page 9








                        NOFIRE TECHNOLOGIES, INC.
                    NOTES TO THE FINANCIAL STATEMENTS
                               (Unaudited)
                              May 31, 2008

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 may 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 - Loans Payable:

During the quarter ended February 29,2008 the Company borrowed $105,000
from three individuals. The terms were 2% interest per month.

In conjunction with the above five year warrants were issued to
purchase 45,000 shares of the Company?s common stock at $.25 to $.30.
The warrants vested immediately.

During April 2008 $10,000 of the above debt was repaid.


NOTE 6- Equity Transactions:

Warrants were issued during the period as follows:
Name            Issue            Expire          Amount   Exercise Price

Investors (4)    September 07  September2012     41,613      $.60
Investors (2)    October   07  October  2012     24,551      $.60
Investors        November  07  November 2012     86,806      $.50
Investors (2)    December  07  December 2012     75,455      $.25 to $.40
Employees (5)    December  07  December 2012    500,000      $.30
Investor         January   08  January  2013     32,250      $.25
Directors (2)    March     08  March    2013    200,000      $.28
Employee         April     08  April    2013      5,000      $.34
Creditors        April     08  April    2013  1,500,000      $.24 to $.34


During the nine months ended May 31,2008 the Company sold to accredited
investors 238,409 shares of the Company's common stock for $74,302. In
conjunction, the Company issued five-year warrants to purchase 106,705 shares
of the Company?s common stock at an exercise price of $.25 to $.40 per share.

The Company issued 25,000 shares of unregistered common stock for the exercise
of warrants. The warrants were originally issued to an employee and were about
to expire.
Page 10

NOFIRE TECHNOLOGIES, INC.
                    NOTES TO THE FINANCIAL STATEMENTS
                               (Unaudited)
                              May 31, 2008

Note 7  Manufacturing Agreement:

In March 2008, the Company entered into a Manufacturing Agreement, with a
Singapore based company. This Manufacturing Agreement has several financial
components which require payments over a period time within a year. These
payments are for a 10 year license fee of $18,200, consultancy work totaling
$57,995 and prepaid material for product development. The license fee portion
and $7,800 of prepaid material was paid already and will be amortized over the
term of the agreement ratably. Once the Singapore company begins manufacturing
the Nofire products, the Singapore company will be obligated to pay a 2%
royalty on Nofire product sales.

In addition to the above the Company will generate additional profit from the
sale of propriety chemicals?to the licensee. These chemicals are necessary in
the manufacture of the product.


NOTE 8- Subsequent Events:

On June 10, 2008 the Company borrowed $10,000 from an accredited investor.
The note is due on December 12, 2008 and has an interest rate of 2% per month.
An officer pledged personal stock holdings as collateral.

In conjunction with the above, the Company issued five-year warrants to
purchase 8000 shares of the Company's common stock at an exercise price of
$.31 per share.

During June an officer loaned the Company $47,500.

In June the Company issued 20,000 shares of unregistered common stock for the
exercise of warrants. The warrants were about to expire.

Also in June the Company issued five-year warrants to purchase 25,000 shares
of the Companys common stock at an exercise price of $.29 per share. These
warrants were issued to an individual as a fee to forestall payment of a debt.


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: 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 governments
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
Page 11

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 in order 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.
Efforts to establish additional U.S. distributors are being accelerated.

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

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 NINE MONTHS ENDED May 31, 2008 AND May 31, 2007
Sales of $434,705 for the nine months ended May 31, 2008 represented a
decrease of 21.2% from the $551,692 for the comparable nine-month period of
the prior year. Cost of goods sold during the same period decreased from
$293,041 to $189,804 resulting in a gross profit of $257,829 compared to
$258,051 in the prior year. Selling, general and administrative expenses for
the nine months ended May 31, 2008 were $855,252, representing an increase
of $657 from the $855,909 of the similar period of the prior year. Equity
based compensation expense of $197,353 increased by $150,529 from the
comparable period.

COMPARISON THREE MONTHS ENDED May 31, 2008 AND May 31, 2007
Sales of $127,334 for the three months ended May 31, 2008 represented an
increase of 76.7% from the $72,080 for the comparable three-month period of
the prior year. Cost of goods sold during the same period increased from
$59,514 to $98,966 resulting in a gross profit of $28,368 compared to
$12,566 in the prior year.  Selling, general and administrative expenses for
the three months ended May 31, 2008 were $364,482 representing an
increase of $149,437 or 69.5% from the $215,045 of the similar period of the
prior year. There was $46,834 recorded for equity based compensation expense
during the three months ended May 31, 2007 and $194,353 for the current
period.

During the periods ended May 31, 2008 and May 31, 2007 the Company
realized approximately $49,164 and $36,493, 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 May 31, 2008 the Company had a cash balance of $2,227.

The Company raised $74,302 through the sale of 238,409 shares of unregistered
common stock and the issuance of 106,705 warrants to purchase common stock at
$.25 to $.40 per share to accredited investors.

The Company has deferred payment of $378,031 of the installments of the
Chapter 11 liability to unsecured creditors that was 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 the requisite financing.




Page 12
Item 3. 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-QSB. 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 Securities and Exchange Act of 1934 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

   None

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

During the nine months ended May 31, 2008 the Company sold to accredited
investors 518,378 shares of the Company's common stock for $ 228,494. In
conjunction, the Company issued five-year warrants to purchase 106,705 shares
of the Company's common stock at an exercise price of $.25 to $.40 per share.

Date       Title     Number    Cash Price
 9/07     common     126,077       $.60
10/07     common       6,150       $.60
11/07     common     173,612       $.50
12/07     common      60,000       $.40
1/08      common      62,500       $.25
2/08      common      90,909       $.25

The proceeds were used for working capital.

Item 3.  None


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: July 11, 2008                 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