<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, 1996

           [ ]  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
                                    ---     ---

                            Page 1
<PAGE>                               
                               
State the number of shares of each of the issuer's classes of common equity
outstanding at the latest practicable date: 9,104,500 shares of Common
Stock as of December 31, 1996.

Transitional Small Business Disclosure Format (check one):

                                 YES     NO X
                                    ---    ---




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

Item 1.   Unaudited Consolidated Financial Statements:
        
          Consolidated Balance Sheets as of
          November 30, 1996 and August 31, 1996               3
         
          Consolidated Statements of Operations for
          the Three Months ended November 30, 1996
          and 1995                                            5

          Consolidated Statements of Cash Flows for the
          Three Months ended November 30, 1996 and 1995       6

          Notes to Unaudited Consolidated 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. AND SUBSIDIARIES
                     (Development Stage Companies)

                      CONSOLIDATED BALANCE SHEETS

                                              November 30,   August 31,
                                                  1996          1996
                                              ------------   ----------
                                              (UNAUDITED)

              ASSETS

CURRENT ASSETS:
    Cash                                      $   1,037      $   2,474
    Inventory                                    63,112         56,761
    Prepaid expenses and other current assets     6,825          7,722
                                              ---------     ----------
    Total Current Assets                         70,974         66,957
                                              ---------     ----------
EQUIPMENT, less accumulated depreciation          6,836          6,240
                                              ---------     ----------
OTHER ASSETS:
    Patents, less accumulated amortization of
      $375,000 at November 30, 1996 and
      $300,000 at August 31, 1996             1,125,000      1,200,000
    Security deposits                            18,473         18,473
    Excess of reorganization value over net
      assets, less accumulated amortization
      of $52,755 at November 30,1996 and
      $42,204 at August 31, 1996                158,266        168,817
                                             ----------      ---------
                                              1,301,739      1,387,290
                                             ----------      ---------
                                             $1,379,549     $1,460,487
                                             ==========     ==========




See accompanying notes to consolidated financial statements


                                  Page 3
<PAGE>
              NOFIRE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      (Development Stage Companies)
                                    
                       CONSOLIDATED BALANCE SHEETS
                                    
                                              November 30,   August 31,
                                                  1996          1996
                                              -----------    ----------
                                              (UNAUDITED)

        LIABILITIES AND STOCKHOLDERS' EQUITY
                     (DEFICIENCY)

CURRENT LIABILITIES:
    Current portion of settled liabilities     $ 751,878      $ 592,853
    Accounts payable and accrued expenses        383,672        323,773
    Due to stockholders                           72,253         76,253
    Deferred salaries                            244,818        200,970
    Other current liabilities                     20,000         20,000
                                              ----------       --------
                                               1,472,621      1,213,849
                                              ----------      ---------

OTHER LIABILITIES
    Settled liabilities, less current
         maturities                            1,553,360      1,895,089
    Convertible debentures - 8% due
         January 31, 1999                        436,002        436,002
                                              ----------     ----------
                                               1,989,362      2,331,091
                                              ----------     ----------

STOCKHOLDERS'  EQUITY (DEFICIENCY):
    Common stock $.20 par value:
      Authorized - 25,000,000 shares
      Issued and outstanding - 8,954,500
       shares at November 30, 1996 and
       8,549,500 shares at August 31, 1996     1,790,900      1,709,900
    Capital deficiency                        (1,790,909)    (2,114,908)
    Retained earnings (deficit)               (2,064,569)    (1,634,802)
    Unearned stock compensation                  (17,856)       (44,643)
                                              ----------     ----------   
 Total Stockholders' Equity (Deficiency)      (2,082,434)    (2,084,453)
                                              ----------     ----------
                                              $1,379,549     $1,460,487 
                                              ==========     ==========
See accompanying notes to consolidated financial statements

                                  Page 4
<PAGE>
           NOFIRE TECHNOLOGIES, INC. AND SUBSIDIARIES
                  (Development Stage Companies)

               CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                    Cumulative
                                                                      During
                                         For the Three Months       Development
                                          Ended November 30,           Stage
                                            1996       1995       (Since Inception)
                                         ---------   ---------      ----------
                                             (UNAUDITED)
<S>                                      <C>         <C>            <C>
NET SALES                                 $ 22,113    $  4,290       $ 380,038
COSTS AND EXPENSES:
    Cost of sales                           10,440       2,729         234,194
    Selling, general and administrative    371,473     398,831       5,562,192 
                                         ---------   ---------       ---------
                                           381,913     401,560       5,796,386
                                         ---------   ---------       ---------
LOSS FROM OPERATIONS                      (359,800)   (397,270)     (5,416,348)
                                         ---------   ---------       ---------
OTHER EXPENSES:
    Interest expense                        69,970      58,843         330,894
    Interest income                            -           -            (6,774)
    Reorganization items                       -           -           365,426
    Litigation settlement                      -           -           198,996
                                         ---------   ---------      ----------
                                            69,970      58,843         888,542
                                         ---------   ---------      ----------
LOSS BEFORE DISCONTINUED OPERATIONS
  AND EXTRAORDINARY ITEM                  (429,770)   (456,113)     (6,304,890)

DISCONTINUED OPERATIONS                        -           -        (1,435,392)
                                         ---------    ---------     ----------
LOSS BEFORE EXTRAORDINARY ITEM            (429,770)   (456,113)     (7,740,282)

EXTRAORDINARY ITEM - Gain on
  debt discharge                               -           -           449,583
                                         ---------   ---------      -----------
NET LOSS                                 $(429,770)  $(456,113)    $(7,290,699)
                                         =========   =========     ===========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                           8,747,000    8,187,000
                                        =========    =========

EARNINGS (LOSS) PER SHARE               $   (0.05)   $   (0.06)
                                        =========    =========
</TABLE>
See accompanying notes to consolidated financial statements
                                Page 5
<PAGE>
                  NOFIRE TECHNOLOGIES, INC. AND SUBSIDIARIES
                        (Development Stage Companies)
                        
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                           Cumulative
                                                                             During
                                                 For the Three Months    Development
                                                   Ended November 30,        Stage
                                                    1996        1995    (Since Inception)
                                                 ---------    ---------    ----------
                                                      (UNAUDITED)
<S>                                              <C>         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                      $(429,770)  $(456,113)   $(7,290,699)
   Adjustments to reconcile net loss to
     net cash flows from operating activities:
        Depreciation and amortization               86,439      86,301        524,803
        Extraordinary gain on debt discharge           -           -         (449,583)
        Interest expense incurred to state settled
           liabilities at present value             57,921      55,659        266,179
        Revaluation of assets and liabilities
          to fair value                                -           -          482,934
        Litigation settlement                          -           -          198,996
        Common stock released in exchange for
            services                                26,787         -           44,644
        Changes in operating assets and liabilities
         (net of effects from reversed purchase
          acquisition)
             Inventory                              (6,351)     (6,065)       (63,112)
             Prepaid expenses                          897      10,822         (6,825)
             Accounts payable and accrued
                 expenses                           59,900     (71,493)     2,650,660
             Security deposits                         -        (3,204)       (18,473)
             Deferred salaries                      43,848      43,848        244,818
             Obligation from discontinued
                 operations                            -           -           51,118
                                                ----------   ---------      ---------
 Net cash flows from operating activities         (160,329)   (340,245)    (3,364,540)
                                                ----------   ----------     ---------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of equipment                           (1,483)        -           (28,252)
   Increase in patent costs                           -           -          (131,290)
   Acquisition accounted for as a
     reverse purchase                                 -           -          (517,893)
                                               ----------   ----------     ----------
Net cash flows from investing activities           (1,483)        -          (677,435)
                                               ----------   ----------     ----------
</TABLE>







See accompanying notes to consolidated financial statements

                          Page 6
<PAGE>
                          NOFIRE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                (Development Stage Companies)
                                
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                          Cumulative
                                                                            During
                                             For the Three Months       Development
                                              Ended November 30,            Stage
                                               1996         1995       (Since Inception)
                                           ----------    ----------       ----------
                                                (UNAUDITED)
<S>                                       <C>            <C>           <C> 
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of notes payable                      -             -          721,000
   Payments on notes payable                      -             -          (75,000)
   Payment of settled liabilities            (240,625)    1,105,035)    (1,672,696)
   Proceeds from issuance of common stock     405,000           -        3,681,340
   Collection of stock subscription receivable    -          95,000         95,000
   Proceeds from issuance of long-term debt       -             -          785,113
   Advances received from stockholders         (4,000)       50,000         72,253
   Proceeds from issuance of 8% convertible
          debentures                              -             -          436,002
                                           ----------    ----------     ----------
Net cash flows from financing activities      160,375      (960,035)     4,043,012
                                           ----------    ----------     ----------
NET CHANGE IN CASH                             (1,437)   (1,300,280)         1,037

CASH AT BEGINNING OF PERIOD                     2,474     1,496,442            -
                                           ----------    ----------     ----------
CASH AT END OF PERIOD                      $    1,037    $  196,162     $    1,037
                                           ==========    ==========     ==========


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid                              $    2,809    $   21,111     $   35,640
                                           ==========    ==========     ==========

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   $   26,787    $      -       $   44,644
                                           ==========    ==========     ==========
</TABLE>

See accompanying notes to consolidated financial statements









                          Page 7
<PAGE>
                NOFIRE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (Development Stage Companies)

              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)
                                
                             November 30, 1996

NOTE 1 - Basis of Presentation:

The balance sheet at the end of the preceding fiscal year has been
derived from the audited consolidated balance sheet contained in the
Company's Form 10-KSB for the year ended August 31, 1996 (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.

                                 Page 8
<PAGE>
                NOFIRE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (Development Stage Companies)

              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)

                             November 30, 1996

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. AND SUBSIDIARIES
                       (Development Stage Companies)
      
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)

                             November 30, 1996

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
     802,500                   2.00
      35,000                   2.50
      50,000                   3.00
      50,000                   3.25
      12,000                   5.00
   ---------
   1,939,500

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 improvement and testing.  It now has
several certifications for specific applications and has filed for two
additional patents.  Continuing marketing efforts have brought the
Company closer to achieving significant sales for applications in such
diverse industries as high-speed ferries, nuclear generation plants,
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 and the high
price of the product.  The Company's most pressing need is a cash
infusion as discussed below in the section on Liquidity and Capital
Resources.  The Company's product line has been developed to the stage
where it can be sold commercially in a form that is safe, easy to use and
performs its intended function well.  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, 1996 AND NOVEMBER 30, 1995

The Company remained a development stage company. Sales of $22,113 for
the three months ended November 30, 1996 represented an increase of 416%
from the $4,290  for the comparable three-month period of the prior year.
Cost of goods sold during the same periods increased 283% from $2,729 to
$10,440 resulting in a gross profit of $11,673 compared to $1,561 in the
prior year.  Selling, general and administrative expenses for the three-
months ended November 30, 1996 were $371,473 representing a decrease of
$27,358 or 7% from the $398,831 of the similar period of the prior year.
The difference is generally represented by modest excess expenses in the
earlier period to bring the operating company out of the bankruptcy
trusteeship.  Interest expense of $69,970 in the current period was an
increase of $11,127 or 19% from the $58,843 of the similar period of the
prior year.  The change is represented primarily by the interest expense
accrued on the convertible debentures issued in the prior fiscal year.


LIQUIDITY AND CAPITAL RESOURCES

At November 30, 1996 the Company had cash balances of $1,037.  In order
to fund continuing operations during the quarter ended on that date,
$405,000 was obtained by the private sales of unregistered common stock
with warrants to several qualified investors.  Because of limited cash
resources, the Company has deferred payment of $334,594 of the second
installment of the Chapter 11 liability to unsecured creditors that was
due in late September 1996.  In order to meet that liability and meet
working capital needs until significant sales levels are achieved, the
Company will continue to explore alternative sources of

                                 Page 11
<PAGE>
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, 1996, an additional
$150,000 was obtained in private sales of unregistered common stock with
warrants to qualified investors.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended November 30,
1996.




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 7, 1997            NoFire Technologies, Inc.


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



                                   By: /s/ Charles R. Stone
                                        Charles R. Stone
                                        Vice President and
                                        Chief Financial Officer
                                        (Chief Accounting Officer)









                                     Page 12