UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     (Mark One)

     [X]  QUARTERLY   REPORT   UNDER  SECTION  13 OR 15 (d)  OF  THE SECURITIES
          EXCHANGE ACT OF 1934

          For Quarter Ended: March 31, 2002; or

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

     For the transition period _________ to __________

     Commission File Number: 000-26261



                          AMERICAN FIRE RETARDANT CORP.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            NEVADA                                            88-03826245
----------------------------                          -----------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification No.)

9337 Bond Avenue, El Cajon, California                          92021
-------------------------------------------------    ------------------------
(Address of principal executive offices)                      Zip Code)


                                 (619) 390-6888
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12  months  (or for  such  shorter  period  that a
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                    Yes [X]   No [ ]

     On March 31, 2002 there were 36,376,877  shares of the registrant's  Common
Stock, $0.001 par value, issued and outstanding.

     Transitional Small Business Disclosure Format: Yes [ ]   No [X]

     This Form 10-QSB has 24 pages; the Exhibit Index is located at page 20.


                                       1
<PAGE>


                              INDEX TO FORM 10-QSB

                                 March 31, 2002


PART I.   Financial Information                                       Page No.
                                                                      --------

Item 1        Financial Statements

              Condensed Balance Sheets as of March 31, 2002
              (unaudited)and as of December 31, 2001                      4

              Condensed Statements of Operations (unaudited)
              for the three months ended March 31, 2002 and 2001          6

              Condensed Statements of Stockholders' Equity for the
              three months ended March 31, 2002 and 2001(unaudited)       7

              Condensed Statements of Cash Flows (unaudited) for
              the three months ended March 31, 2002 and 2001              8

              Notes to Financial Statements                              10

Item 2        Management's Discussion and Analysis of Financial
              Condition or Plan of Operation                             11

PART II.  Other Information

Item 1.       Legal Proceedings                                          18
Item 2.       Changes in Securities                                      19
Item 3.       Defaults Upon Senior Securities                            19
Item 4.       Submission of Matters to a Vote of Security Holders        19
Item 5.       Other Information                                          20
Item 6.       Exhibits and Reports on Form 8-K                           20

          Signatures                                                     24


















                                       2
<PAGE>












                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.  Financial Statements.
         --------------------

     The financial statements included herein have been prepared by the Company,
without  audit  pursuant  to the  rules and  regulations  of the  United  States
Securities and Exchange Commission (the  "Commission").  Certain information and
footnote  disclosure  normally  included  in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.

     Set forth below are the balance sheets as of March 31, 2002 (unaudited) and
December 31, 2001,  and the results of  operations  and cash flows for the three
months ended March 31, 2002 and 2001 (unaudited). In the opinion of the Company,
all adjustments,  consisting of only normal recurring adjustments,  necessary to
present  fairly the financial  position of the Company as of March 31, 2002, and
the results of its  operations  and changes in its  financial  position  for the
period then ended,  have been made.  The results of operations  for such interim
period is not  necessarily  indicative  of the  results to be  expected  for the
entire year.

     All other  schedules are not submitted  because they are not  applicable or
not required or because the information is included in the financial  statements
or notes thereto.


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]














                                       3
<PAGE>




                       AMERICAN FIRE RETARDANT CORPORATION
                                 Balance Sheets



                                     ASSETS
                                     ------

                                                       March 31,    December 31,
                                                          2002           2001
                                                     -----------    -----------
                                                     (Unaudited)
CURRENT ASSETS

   Cash                                              $    98,536    $      --
   Inventory                                              83,672         87,594
   Accounts receivable, net                              186,277        419,046
                                                     -----------    -----------

     Total Current Assets                                368,485        506,640
                                                     -----------    -----------

PROPERTY AND EQUIPMENT, NET                              173,587        187,942
                                                     -----------    -----------

OTHER ASSETS

   Restricted cash                                       417,781        419,138
   Intangible assets, net                                 13,590         16,500
   Deposits                                               14,349         14,349
                                                     -----------    -----------

     Total Other Assets                                  445,720        449,987
                                                     -----------    -----------

     TOTAL ASSETS                                    $   987,792    $ 1,144,569
                                                     ===========    ===========














   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                       AMERICAN FIRE RETARDANT CORPORATION
                           Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                       March 31,    December 31,
                                                          2002           2001
                                                     -----------    -----------
                                                     (Unaudited)
CURRENT LIABILITIES

   Cash overdraft                                    $      --      $    20,826
   Accounts payable                                      295,866        337,146
   Accrued expenses                                    1,207,994      1,207,208
   Shareholder loans                                     254,733        231,573
   Notes payable, current portion                        277,033        286,035
   Capital leases, current portion                         5,866          5,866
   Line of credit                                      1,816,440      1,822,340
                                                     -----------    -----------

     Total Current Liabilities                         3,857,932      3,910,994
                                                     -----------    -----------

LONG-TERM LIABILITIES

   Notes payable                                         171,172        150,662
   Capital leases, long-term portion                      14,210         14,210
                                                     -----------    -----------

     Total Long-Term Liabilities                         185,382        164,872
                                                     -----------    -----------

     Total Liabilities                                 4,043,314      4,075,866
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value; 100,000,000
    shares authorized, 36,376,877 and 17,806,877
    shares issued and outstanding, respectively           36,378         17,808
   Additional paid-in capital                          4,753,144      3,652,214
   Deferred compensation                                (726,650)          --
   Accumulated deficit                                (7,118,394)    (6,601,319)
                                                     -----------    -----------

     Total Stockholders' Equity (Deficit)             (3,055,522)    (2,931,297)
                                                     -----------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                               $  (987,792)   $ 1,144,569
                                                     ===========    ===========

   The accompanying notes are an integral part of these financial statements.
                                       5
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Operations
                                   (Unaudited)

                                                    For the Three Months Ended
                                                              March 31,
                                                    ---------------------------
                                                          2002           2001
                                                    ------------   ------------

NET SALES                                           $    273,721   $    843,192

COST OF SALES                                            127,897        423,052
                                                    ------------   ------------

GROSS MARGIN                                             145,824        420,140
                                                    ------------   ------------

OPERATING EXPENSES
   Selling, general and administrative                   473,547        177,529
   Payroll expense                                        36,297        155,389
   Travel and entertainment                               28,234         58,849
   Depreciation and amortization expense                  17,265         19,919
   Bad debt expense                                         --             --
                                                    ------------   ------------

     Total Operating Expenses                            555,343        411,686
                                                    ------------   ------------

INCOME (LOSS) FROM OPERATIONS                           (409,519)         8,454
                                                    ------------   ------------

OTHER INCOME AND EXPENSES
   Rental income                                           4,500           --
   Miscellaneous income                                      422           --
   Interest expense                                     (112,478)      (132,856)
                                                    ------------   ------------

     Total Other Expenses                               (107,556)      (132,856)
                                                    ------------   ------------

LOSS BEFORE INCOME TAXES                                (517,075)      (124,402)

PROVISION FOR INCOME TAXES                                  --             --
                                                    ------------   ------------

NET LOSS                                            $   (517,075)  $   (124,402)
                                                    ============   ============

BASIC LOSS PER SHARE                                $      (0.02)  $      (0.05)
                                                    ============   ============

BASIC WEIGHTED AVERAGE SHARES                         28,060,099      2,368,814
                                                    ============   ============

   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                       AMERICAN FIRE RETARDANT CORPORATION
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                              Common Stock         Additional
                                      -------------------------     Paid-in       Deferred     Accumulated
                                         Shares        Amount       Capital     Compensation    (Deficit)
                                      -----------   -----------   -----------   -----------    -----------
<S>                                   <C>           <C>           <C>           <C>            <C>
Balance, December 31, 2001            $17,806,877   $    17,808   $ 3,652,214   $      --      $(6,601,319)

January 8, 2002 common stock
 issued for services at $0.09
 per share (unaudited)                  3,000,000         3,000       267,000      (270,000)          --

January 14, 2002 common stock
 issued for services at $0.08
 per share (unaudited)                    250,000           250        19,750       (20,000)          --

January 15, 2002 common stock
 issued for services at $0.07
 per share (unaudited)                  1,000,000         1,000        69,000       (70,000)          --

January 18, 2002 common stock
 issued for services at $0.08
 per share (unaudited)                  1,000,000         1,000        79,000       (80,000)          --

January 23, 2002 common stock
 issued for services at $0.08
 per share (unaudited)                    350,000           350        27,650       (28,000)          --

January 28, 2002 common stock
 issued for services at $0.07
 per share (unaudited)                  3,000,000         3,000       207,000      (210,000)          --

February 2, 2002 common stock
 issued for services at $0.06
 per share (unaudited)                  1,500,000         1,500        88,500          --             --

February 20, 2002 common stock
 issued for services at $0.04
 per share (unaudited)                  2,500,000         2,500        97,500      (100,000)          --

February 27, 2002 common stock
 issued for services at $0.03
 per share (unaudited)                  2,350,000         2,350        68,150       (70,500)          --

March 19, 2002 common stock
 issued for cash at $0.05
 per share (unaudited)                  3,520,000         3,520       172,480          --             --

March 22, 2002 common stock
 issued for cash at $0.05
 per share (unaudited)                    100,000           100         4,900          --             --

Amortization of deferred
 compensation (unaudited)                    --            --            --         121,850           --

Net loss for the three months
 ended March 31, 2002 (unaudited)            --            --            --            --         (517,075)
                                      -----------   -----------   -----------   -----------    -----------

Balance, March 31, 2002 (unaudited)   $36,376,877   $    36,378   $ 4,753,144   $  (726,650)   $(7,118,394)
                                      ===========   ===========   ===========   ===========    ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Cash Flows
                                   (Unaudited)
                                                     For the Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                          2002           2001
                                                     -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                          $  (517,075)   $  (124,402)
   Adjustments to reconcile net loss to net cash
    (used) by operating activities:
     Amortization of deferred services                   121,850           --
     Common stock issued for services                     90,000         12,500
     Depreciation and amortization                        17,265         19,919
   Change in Assets and Liabilities:
     (Increase) decrease in restricted cash                1,357       (101,033)
     Increase in advances                                   --             (486)
     Decrease in deposits                                   --            1,300
      (Increase) decrease in accounts receivable         232,770       (139,598)
     (Increase) decrease in inventory                      3,922        (72,461)
     Increase (decrease) in accounts payable             (41,280)        19,095
     Increase (decrease) in accrued expenses                 787        (12,310)
     Increase in unearned revenue                           --           38,189
                                                     -----------    -----------

       Net Cash (Used) by Operating Activities           (90,404)      (359,287)
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                 --          (24,250)
                                                     -----------    -----------

       Net Cash (Used) by Investing Activities              --          (24,250)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase (decrease) in cash overdraft                 (20,826)         5,381
   Common stock issued for cash                          181,000           --
   Payments on notes payable - related                      --          (14,291)
   Net proceeds (payments) on lines of credit             (5,900)       489,774
   Payment on notes payable                                 --          (97,327)
   Proceeds from notes payable                            11,506           --
   Proceeds from notes payable - related                  23,160           --
                                                     -----------    -----------

       Net Cash Provided by Financing Activities         188,940        383,537
                                                     -----------    -----------
NET INCREASE IN CASH                                      98,536           --

CASH AT BEGINNING OF PERIOD                                 --             --
                                                     -----------    -----------

CASH AT END OF PERIOD                                $    98,536    $      --
                                                     ===========    ===========

   The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>

                       AMERICAN FIRE RETARDANT CORPORATION
                      Statements of Cash Flows (Continued)
                                   (Unaudited)

                                                     For the Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                          2002           2001
                                                     -----------    -----------

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR

  Interest                                           $   112,487    $   132,856
  Income taxes                                       $      --      $      --

NON-CASH FINANCING ACTIVITIES

   Common stock issued for deferred services         $   848,500    $      --
   Common stock issued for services                  $    90,000    $    12,500

































   The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>

                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2001



NOTE 1 -      CONDENSED FINANCIAL STATEMENTS

              The  accompanying  financial  statements have been prepared by the
              Company  without  audit.   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 at March 31,  2002 and 2001 and for all
              periods presented have been made.

              Certain information and footnote  disclosures normally included in
              financial   statements   prepared  in  accordance  with  generally
              accepted accounting  principles have been condensed or omitted. It
              is suggested that these condensed financial  statements be read in
              conjunction  with  the  financial  statements  and  notes  thereto
              included in the  Company=s  December  31, 2001  audited  financial
              statements.  The results of operations for the periods ended March
              31, 2002 and 2001 are not necessarily  indicative of the operating
              results for the full years.

NOTE 2 -      GOING CONCERN

              These  financial  statements  are  presented on the basis that the
              Company  is  a  going  concern.  Going  concern  contemplates  the
              realization of assets and the  satisfaction  of liabilities in the
              normal  course of business over a reasonable  length of time.  The
              Company has an accumulated deficit of $7,118,394 which, as well as
              current  liabilities  in excess of current  assets of  $3,489,447,
              raise  substantial  doubt about its ability to continue as a going
              concern.

              Management is presently  pursuing  plans to increase sales volume,
              reduce  administrative  costs,  and improve  cash flows as well as
              obtain additional  financing through stock offerings.  The ability
              of the Company to achieve its  operating  goals and to obtain such
              additional  finances,  however,  is  uncertain.  The  accompanying
              financial  statements do not include any adjustments that might be
              necessary if the Company is unable to continue as a going concern.













                                       10
<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operations.
         -----------------------------------------------------------

Forward Looking Statements

         Certain  statements  contained  in this report that are not  historical
fact are  "forward-looking  statements  " as that term is defined in the Private
Securities  Litigation  Reform Act of 1995.  The words or phrases  "will  likely
result," "are expected to," "will continue,  " "is anticipated,  " "believes,  "
"estimates,  " "projects" or similar  expressions are intended to identify these
forward-looking   statements.   These   statements  are  subject  to  risks  and
uncertainties beyond our reasonable control that could cause our actual business
and results of  operations  to differ  materially  from those  reflected  in our
forward-looking   statements.   The  safe  harbor  provisions  provided  in  the
Securities  Litigation Reform Act do not apply to forward-looking  statements we
make in this report.  Forward-looking  statements  are not  guarantees of future
performance.  Our  forward-looking  statements  are  based  on  trends  which we
anticipate  in our industry  and our good faith  estimate of the effect on these
otrends of such  factors  as  industry  capacity,  product  demand  and  product
pricing.  The  inclusion of  projections  and other  forward-looking  statements
should not be regarded a  representation  by us or any other person that we will
realize our projections or that any of the forward-looking  statements contained
in this prospectus will prove to be accurate.

         The following  discussion  and analysis  should be read in  conjunction
with the financial  statements and notes thereto appearing elsewhere herein. The
notes  accompanying  the  financial  statements  are  an  integral  part  of our
financial statements. December 31, 2001 and March 31, 2002

         Changes in Financial Condition

         The  balance  of  current  assets at  December  31,  2001 was  $506,640
compared  to a balance of  $368,485  at March 31,  2002.  The balance of current
liabilities was $3,910,994 and $3,857,932,  respectively,  for the same periods.
The resulting current ratio at December 31, 2001 was .14 to 1. The current ratio
at March 31, 2002 was .10 to 1. The current ratio  indicates  that the Company's
ability to pay its  obligations has stayed constant over the course of the first
quarter of 2002.

         The decrease of current assets at March 31, 2002 over December 31, 2001
is  principally  the result of a net decrease in accounts  receivable  due to an
increase in the  allowance  for doubtful  accounts and an increase in collection
efforts by the Company.

         The other material component of current assets is accounts  receivable.
The balance of accounts receivable at March 31, 2002 was $186,277, a decrease of
$232,769.  The  receivables  decreased due to better  collection  efforts by the
Company.






                                       11
<PAGE>


         The  decrease  in current  liabilities  of $53,062 is mainly due to the
Company  reducing it's accounts  payable and notes  payable.  The line of credit
extended to the Company  decreased by $5,900,  or .3% from  December 31, 2001 to
the end of the first  quarter  2002.  The  Company  used cash of  $90,404 in its
operations  as it  continues  to focus  itself  as a market  leader  in the fire
retardant industry.

         $502,365 of the Company's  accrued expenses were past due payroll taxes
owed to the  Internal  Revenue  Service  ("IRS")  and several  states  where the
Company does business.  The Company previously submitted Offers in Compromise to
the IRS which  were  voided in the  second  quarter  of 2001.  The  Company  has
negotiated  an  installment  plan with the IRS and is current on its payroll tax
obligations for the year 20012.

         At March  31,  2002 the  Company  needed  approximately  $2,500,000  in
working capital to bring itself out its present  situation and back onto an even
footing with its creditors.  The Company hopes to raise this capital through the
sale of its new  consumer  product  in 2002 and  through  continued  efforts  at
obtaining outside financing.

         Results of Operations

            For the three  months  ended  March 31,  2002  compared to the three
months ended March 31, 2001.

         The  Company's  net sales  decreased by $569,471  through March 31,2002
compared to the same  period in 2001.  This is a decrease of 67.5% and is mainly
due to the Company  working one large job and the  elimination  of small  fabric
treatment  jobs.  The  gross  margin  for the  period in 2002 was 53.3% of sales
compared  to 49.8% for the same  period in 2001.  Management  believes  that the
Company needs to establish  itself as a major player in the fire retardant field
in order to compete effectively.

         The Company's selling, general and administrative expenses increased by
$296,018  or 167% for the period  ended  March 31,  2002 over the same period in
20001,  mainly due to expenses incurred for consulting services in regard to the
Company's common stock. Payroll expenses have decreased by $119,092 for the year
to date period or 76.6%, as compared with the same period in 2001. This decrease
reflects a tightening by management on its payroll.

         Management  is seeking to increase the Company's  marketing  efforts in
the coming year. However, the Company is subject to the current economic decline
and risks  associated with the decline in the use of construction  materials and
fire retardant chemical products associated with the construction.











                                       12
<PAGE>


Risk Factors

         Several   of  the   matters   discussed   in  this   document   contain
forward-looking  statements  that  involve  risks  and  uncertainties.   Factors
associated with the  forward-looking  statements that could cause actual results
to differ materially from those projected or forecasted appear in the statements
below.  In addition to other  information  contained in this  document,  readers
should carefully consider the following cautionary statements and risk factors:

         We May Face  Interruption  Of Production  And Services Due To Increased
         -----------------------------------------------------------------------
Security Measures In Response To Terrorism.
------------------------------------------

         Our business  depends on the free flow of products and services through
the channels of commerce.  Recently,  in response to terrorists'  activities and
threats aimed at the United States,  transportation,  mail,  financial and other
services have been slowed or stopped altogether.  Further delays or stoppages in
transportation,  mail, financial or other services could have a material adverse
effect  on  our  business,   results  of  operations  and  financial  condition.
Furthermore, we may experience an increase in operating costs, such as costs for
transportation,  insurance  and  security  as a  result  of the  activities  and
potential  activities.  We may also experience delays in receiving payments from
payers  that  have been  affected  by the  terrorist  activities  and  potential
activities.  The U.S.  economy  in general is being  adversely  affected  by the
terrorist  activities and potential  activities and any economic  downturn could
adversely impact our results of operations,  impair our ability to raise capital
or otherwise adversely affect our ability to grow our business.

         Future Capital Requirements; Uncertainty of Future Funding.
         -----------------------------------------------------------

         The  Company's  plan of  operation  calls  for  additional  capital  to
facilitate growth and support its long-term  development and marketing programs.
It is likely that the Company would need to seek  additional  financing  through
future public or private sales of its securities,  including equity  securities.
The  Company may also seek  funding for the  development  and  marketing  of its
products through strategic  partnerships and other  arrangements with investment
partners.   There  can  be  no  assurance,   however,  that  such  collaborative
arrangements  or  additional  funds will be available  when needed,  or on terms
acceptable to the Company,  if at all. Any such additional  financing may result
in  significant  dilution to existing  stockholders.  If adequate  funds are not
available  the  Company  may be  required  to curtail  one or more of its future
programs.

         Substantial Doubt that the Company Can Continue as a Going Concern.
         -------------------------------------------------------------------

         The Company expects to continue to incur  significant  capital expenses
in pursuing its plans to increase  sales volume,  expanding its product line and
obtaining  additional  financing  through  stock  offerings  or  other  feasible
financing  alternatives.  In order for the Company to continue its operations at
its existing levels,  the Company will require $700,000 of additional funds over


                                       13
<PAGE>


the next twelve  months.  While the  Company can  generate  funds  necessary  to
maintain  its  operations,  without  these  additional  funds  there  will  be a
reduction  in the number of new projects  that the Company  could take on, which
may have an effect on the Company's ability to maintain its operations.

         Therefore,  the Company is dependent on funds raised  through equity or
debt offerings.  Additional financing may not be available on terms favorable to
the Company,  or at all. If these funds are not available the Company may not be
able to execute its business plan or take  advantage of business  opportunities.
The ability of the Company to obtain such  additional  financing  and to achieve
its operating goals is uncertain.  In the event that the Company does not obtain
additional  capital or is not able to increase cash flow through the increase of
sales,  there is a  substantial  doubt of its being able to  continue as a going
concern.

         Additionally,  it  should  be  noted  that  the  Company's  independent
auditors  have  included a going  concern  opinion in the note to the  financial
statements.  The auditor's have included this provision  because the Company has
an accumulated  deficit that the auditor believes raises substantial doubt about
the  Company's  ability to continue as a going  concern.  Until such time as the
Company does receive  additional debt or equity financing,  there is a risk that
the Company's auditors will continue to include a going concern provision in the
notes to financial statements.

         Patents and Proprietary Rights.
         -------------------------------

         The  Company  relies on patents,  contractual  rights,  trade  secrets,
trademarks,  and copyrights to establish and protect its  proprietary  rights in
its products and its components. The Company has patented the technology that is
incorporated  into its  products  and  believes  that,  since it is a technology
patent,  competitors  will  have  a  more  difficult  time  developing  products
functionally  similar to the  Company's.  To further  protect its products,  the
Company will apply for additional  patents for its inventions and non-commercial
available components designed and developed by the Company

         Prosecuting   Intellectual   Property   Infringement  Claims  Could  Be
         -----------------------------------------------------------------------
Expensive and Could Disrupt Business.
-------------------------------------

         The Company intends to closely monitor competing product  introductions
for any infringement of the Company's  proprietary  rights. The Company believes
that,  as the  demand  for  products  such as  those  developed  by the  Company
increase,  infringement  of intellectual  property rights may also increase.  If
infringement  of the Company's  proprietary  rights is by industry  competitors,
they have substantially greater financial,  technical,  and legal resources than
the Company,  which could adversely  affect the Company's  ability to defend its
rights. In addition,  the Company could incur substantial costs in defending its
rights.





                                       14
<PAGE>


         Further,  the Company's patents are U.S. patents,  and the Company does
not have patent protection outside the United States. The Company will be unable
to obtain patent protection in most Non-U.S. jurisdictions, including Europe and
Japan. Some competitors may have operations in Non-U.S  jurisdictions where U.S.
Patent rights are not  effective.  This could permit  competitors to infringe on
the Company's proprietary rights without violating U.S. law.

         The Company  anticipates that based on the size and  sophistication  of
its competitors and the history of the industry's rapid technological  advances,
which  several  competitors  may be working to develop  the  Company's  patented
technology.  The  Company  intends to closely  monitor any  infringement  of the
Company's  proprietary  rights.  Competitors  may have  patent  applications  in
progress in the United  States that,  if issued,  could relate to the  Company's
products.  If such  patents were to issue,  there can be no  assurance  that the
patent  holders or licensees  will not assert  infringement  claims  against the
Company or that such claims  will not be  successful.  The  Company  could incur
substantial costs in defending itself and its customers against any such claims,
regardless  of the  merits.  Parties  making  such  claims may be able to obtain
injunctive or other equitable relief that could  effectively block the Company's
ability  to sell  its  products,  and each  claim  could  result  in an award of
substantial  damages.  In the event of a successful claim of  infringement,  the
Company and its  customers  may be required to obtain one or more  licenses from
third parties. There can be no assurance that the Company or its customers could
obtain  the  necessary  licenses  from  third  parties  or  at a  reasonable  or
acceptable  cost.  Patent  litigation  could be very expensive,  and there is no
assurance  that it would not have an adverse  effect on the Company's  business,
financial condition and results of operations.

         Dependence on Key Employees.
         ----------------------------

         Historically,  the Company has been heavily dependent on the ability of
Bruce E. Raidl to contribute essential technical and management  experience.  In
the  event of future  growth in  administration,  marketing,  manufacturing  and
customer  support  functions,  the Company  may have to  increase  the depth and
experience of its management team by adding new members.  The Company's  success
will depend to a large degree upon the active  participation of its key officers
and  employees.  Loss of services of any of the current  officers and  directors
could have a significant  adverse  effect on the operations and prospects of the
Company.  There can be no  assurances  that it will be able to employ  qualified
persons on acceptable terms to replace officers that become unavailable.

         Need for Additional Specialized Personnel.
         -----------------------------------------

         Although the management of the Company is committed to the business and
continued  development  and growth of the business,  the addition of specialized
key  personnel  and sales  persons to assist the Company in its expansion of its
national  operations  will be  necessary.  There can be no  assurances  that the
Company will be able to locate and hire such specialized personnel on acceptable
terms.




                                       15
<PAGE>


         Competition
         -----------

         There are numerous corporations, firms and individuals that are engaged
in the type of business  activities  that the Company is  presently  engaged in.
Many of those entities are more  experienced and possess  substantially  greater
financial, technical and personnel resources than the Company. While the Company
hopes to be competitive with other similar companies, there can be no assurances
that such will be the case.

         Voting control
         --------------

         Due to the joint ownership of a majority of the shares of the Company's
outstanding  common  stock by  Angela  M.  Raidl and her  brother  Bruce  Raidl,
collectively,  these  individuals have the ability to elect all of the Company's
directors, who in turn elect all executive officers, without regard to the votes
of other stockholders.

         Ability to Maintain Adequate Inventory Levels
         ---------------------------------------------

         The size of the fire retardant and fire protection markets and the need
to maintain adequate inventories regarding such products could force the Company
into implementing additional  manufacturing and warehousing programs.  There can
be no assurances that the Company will have the necessary  capital  resources or
manpower to implement such manufacturing and warehousing programs.

         Dependence on Ability to Market Products and Services
         -----------------------------------------------------

         Due to the Company's limited resources,  the sales and marketing of its
products has been limited to date.  The success of the Company is dependent upon
its ability to market and sell the  products  and  services of the Company  with
such limited resources.

         Risk That The Company's Common Stock May Be Deemed A "Penny Stock"
         ------------------------------------------------------------------

         The  Company's  common stock is a "penny stock" as that term is defined
in Reg.  Section  240.3a51-1 of the  Securities and Exchange  Commission.  Penny
stocks  are stocks (i) with a price of less than five  dollars  per share;  (ii)
that are not traded on a "recognized" national exchange;  (iii) whose prices are
not quoted on the NASDAQ automated quotation system  (NASDAQ-listed  stocks must
still meet requirement (i) above); or (iv) of an issuer with net tangible assets
less than  US$2,000,000  (if the issuer has been in continuous  operation for at
least three years) or  US$5,000,000  (if in  continuous  operation for less than
three years),  or with average annual revenues of less than US$6,000,000 for the
last three years.






                                       16
<PAGE>


         Section  15(g)  of the  1934  Act and  Reg.  Section  240.15g-2  of the
Commission require  broker-dealers  dealing in penny stocks to provide potential
investors  with a document  disclosing the risks of penny stocks and to obtain a
manually signed and dated written  receipt of the document before  effecting any
transaction in a penny stock for the investor's account.  Potential investors in
the  Company's  common  stock  are  urged to  obtain  and read  such  disclosure
carefully before purchasing any shares that are deemed to be "penny stock."

         Moreover,   Reg.   Section   240.15g-9  of  the   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

         In the event that the Company's stock is deemed a penny stock, it could
limit and  inhibit an  investor  from  buying the  Company's  stock  because the
procedures  that an  investor  and  broker  must  adhere to may be viewed as too
burdensome by the  investor.  Additionally,  because the Company's  stock may be
designated  as a penny  stock,  prior  to the  sale of a penny  stock  that  was
recommended  by the  broker  and  to an  investor  who  is not an  institutional
accredited  investor,  the  broker  must  approve  the  customer's  account  for
transaction  in penny stocks in accordance  with the rules outlined  above.  The
time,  effect and burden in  approving a  customer's  account to be approved for
trading in penny  stocks  could  hamper or limit the  market  for the  Company's
common stock as  broker-dealers  may be less inclined to recommend an investment
to a new customer in a penny stock.


















                                       17
<PAGE>


                          PART II - OTHER INFORMATION.
                          ----------------------------

Item 1.  Legal Proceedings.
         -----------------

         In the  ordinary  course  of the  Company's  business,  disputes  arise
involving  the  Company's  business and  operations.  The  following  represents
pending or threatened  litigation  and  administrative  actions that the Company
believes to be material to its financial condition and operations.

         Friloux  v. AFRC The  Company  is a party  defendant  in the  matter of
Friloux v. American Fire Retardant  Corporation,  15th Judicial  District Court,
Parish of  Lafayette,  Louisiana,  Docket No.  99-5744  "D".  In this matter Mr.
Friloux  filed a Petition  seeking a pre-trial  judgment  alleging  (1) that the
Company is indebted to Mr.  Friloux  under the terms of a promissory  note dated
March 7, 1994, in the  principal  sum of $100,000  with interest  thereon at the
rate of 5.0% per annum,  and that the  Company  is in breach of said  promissory
note;  (2) that the  Company  is in breach of an  employment  contract  with Mr.
Friloux and is obligated to pay Mr. Friloux back wages;  (3) that the Company is
indebted to Mr. Friloux for past due health and hospitalization  costs due under
the alleged  employment  agreement;  and (4) that the Company is indebted to Mr.
Friloux as a result of the sale by Mr.  Friloux of shares of common  stock owned
by Mr. Friloux back to the Company. The Company filed exceptions to the petition
and  counsel  for both  parties  has  agreed  that any and all  claims  shall be
disposed of at trial rather than through Mr. Friloux's pre-trial  petition.  The
Company denies the allegations and intends to vigorously defend the complaint of
Mr. Friloux.  At present,  Mr. Friloux and the Company are attempting to resolve
this matter amicably in order to avoid further costs to either party.

         Delinquent  Payroll  Taxes - The  Company  owes  the  Internal  Revenue
Service $297,224  including  interest for prior delinquent  payroll taxes by the
Company's former  subsidiaries,  AFRC Florida and AFRC Louisiana.  These payroll
taxes became  delinquent  starting in the 3rd quarter of 1997 and going  through
the 4th quarter of 1998. The total delinquent payroll tax liabilities attributed
to AFRC  Florida are $128,604 and $168,621  attributed  to AFRC  Louisiana.  The
Company has  retained  the tax  counsel of J. W.  Roysten,  E.A.  in  Lafayette,
Louisiana to represent the Company before the Internal  Revenue  Service and the
Company had submitted an  Offer-in-Compromise  to obtain a substantial reduction
of the outstanding  payroll tax balance due. The Company is keeping current with
all present payroll and other tax obligations.

         Settlement of ARFC Louisiana and AFRC Florida Payroll Tax Liabilities -
The Internal Revenue Service had tentatively  accepted two  offers-in-compromise
for  settlements of the federal  payroll tax  liabilities  owed by the Company's
former  subsidiaries,  AFRC  Louisiana  and AFRC Florida.  The Internal  Revenue
Service has voided those two  offers-in-compromise  due to the delinquent  taxes
currently owed by the Company.







                                       18
<PAGE>


         As stated under the Delinquent  Payroll Taxes section,  the Company has
retained the services of J. W. Roysten, E.A. to represent it before IRS in these
matters.  He is currently  negotiating an installment  plan for the Company that
will cover the liabilities for AFRC Louisiana, AFRC Florida, and AFRC Nevada. It
is  anticipated  that the  negotiations  will be  completed  within 60 days.  No
details are available  since no agreement has yet been reached with the Internal
Revenue Service.

         Payroll Tax Still  Owing.  The Company  still owes the IRS  $10,279.22,
including  interest  and  penalties,  for  the  4th  quarter  1999,  $47,452.24,
including  interest  and  penalties,  for  the  1st  quarter  2000,  $48,347.37,
including  interest and  penalties,  for the 2nd quarter  2000,  and  $44,179.67
including  interest and  penalties,  for the 3rd quarter  2000,  and  $39,210.04
including  interest and  penalties,  for the 4th quarter 2000,  $45,186.21,  not
including interest and penalties, for the 2nd quarter 2001.

         With the  exception of the legal  proceedings  and tax matter set forth
above,  the  Company  is not  presently  a party to any  litigation,  claim,  or
assessment.  Further,  the  Company  is  unaware  of  any  unasserted  claim  or
assessment,  which  will have a material  effect on the  financial  position  or
future operations of the Company.

Item 2.  Changes in Securities.
         ---------------------

         Commencing on January 8, 2002 through March 22, 2002, we issued a total
of 18,570,000  shares of our common stock, par value $.001 per share,  primarily
in exchange for services  rendered to the Company.  We believe that the issuance
of all such  shares in  exchange  for  services  rendered  to us, is exempt from
registration  under  Sections 4(2) and 4(6) of the Securities Act of 1933 and/or
Regulation D promulgated  thereunder.  Shares issued for services were valued at
the bid price of our common  stock as quoted on the  Electronic  Bulletin  Board
maintained  by the NASD on the date of  issuance,  at a low  price of $.03 and a
high price of $.09 per share.  Of the total number of shares  issued,  3,620,000
shares were issued in exchange  for cash in  transactions  that were exempt from
registration  under  Sections 4(2) and 4(6) of the Securities Act of 1933 and/or
Regulation D promulgated thereunder. Of the shares we issued for cash, 3,520,000
shares  were  issued on March 19,  2002 at a per  share  price of $.05.  In that
transaction,  we received gross sale proceeds of $172,480. On March 22, 2002, we
issued an  additional  100,000  shares  of  common  stock at a price of $.05 and
received an additional $4,900 in cash.

Item 3.  Defaults Upon Senior Securities.
         -------------------------------

     Not required.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------

     None.




                                       19
<PAGE>

Item 5.  Other Information.
         -----------------

     None

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

     (a) List of Exhibits  attached or  incorporated  by referenced  pursuant to
Item 601 of Regulation S-B.

Exhibit        Description
-------        -----------

2.1(a)(+)      Certificate of Merger from the State of Wyoming regarding Merger
               of AFRC Louisiana with and into AFRC Wyoming.

2.1(b)(+)      Certificate of Merger from the State of Louisiana regarding
               Merger of AFRC Louisiana with and into AFRC Wyoming.

2.1(c)(+)      Articles of Merger  regarding  Merger of AFRC  Louisiana with and
               into AFRC Wyoming.

2.1(d)(+)      Acquisition Agreement and Plan of Merger regarding Merger of AFRC
               Louisiana with and into AFRC Wyoming.

2.2(a)(+)      Certificate of Merger from the State of Florida regarding Merger
               of AFRC Florida with and into AFRC Wyoming.

2.2(b)(+)      Certificate of Merger from the State of Wyoming regarding Merger
               of AFRC Louisiana with and into AFRC Wyoming.

2.2(c)(+)      Florida  Articles of Merger  regarding  Merger of AFRC  Louisiana
               with and into AFRC Wyoming.

2.2(d)(+)      Wyoming  Articles of Merger  regarding  Merger of AFRC  Louisiana
               with and into AFRC Wyoming.

2.2(e)(+)      Acquisition Agreement and Plan of Merger regarding Merger of AFRC
               Florida with and into AFRC Wyoming.

2.3(a)(+)      Articles of Merger regarding Merger regarding Merger of AFRC
               Wyoming with and into AFRC Nevada (the Company) to change the
               Domicile of the Company.

2.3(b)(+)      Acquisition Agreement and Plan of Merger regarding Merger of AFRC
               Wyoming with and into AFRC Nevada (the Company) to change the
               Domicile of the Company.

3.1(+)         Articles of  Incorporation of American Fire Retardant Corp. filed
               on January 20, 1998.

3.2(+)         Restated By-laws of American Fire Retardant Corp.



                                       20
<PAGE>

3.3(+)         Qualification  of American  Fire  Retardant  Corp.,  as a Foreign
               Corporation in the State of Florida.

3.4(+)         Qualification  of American  Fire  Retardant  Corp.,  as a Foreign
               Corporation in the State of Louisiana.

3.5(+)         Statement and Designation of American Fire Retardant  Corp., as a
               Foreign Corporation in California.

3.6(+)         Qualification  of American  Fire  Retardant  Corp.,  as a Foreign
               Corporation in the State of Colorado.

3.7(+)         Qualification  of American  Fire  Retardant  Corp.,  as a Foreign
               Corporation in the State of Mississippi.

3.8(+)         Certificate of Amendment to Articles of Incorporation of American
               Fire Retardant Corp., dated January 16, 2002.

10.1(a)(+)     Letter of Intent  between  American  Fire  Retardant  Corp.,  and
               Fabritek Industries, LLC.

10.1(b)(+)     Amendment to Letter of Intent  between  American  Fire  Retardant
               Corp., and Fabritek Industries, LLC.

10.2(+)        Royalty  Agreement  between  American Fire Retardant  Corp.,  and
               Norman O. Houser.

10.3(+)        Sale,  Assignment and Assumption  Agreement between American Fire
               Retardant Corp. and Patrick L. Brinkman with  regard to the
               purchase of manufacturing rights to De-Fyre X-238.

10.4(a)(+)     Merchant Service Agreement between American Fire Retardant Corp.,
               and St. Martin Bank.

10.4(b)(+)     St. Martin Bank $100,090 Promissory Note Dated March 11, 1997.

10.4(c)(+)     Edward E.  Friloux  Commercial  Guaranty  to St.  Martin Bank re:
               $100,090 Promissory Note.

10.4(d)(+)     Stephen F.  Owens  Commercial  Guaranty  to St.  Martin  Bank re:
               $100,090 Promissory Note.

10.4(e)(+)     Angela  M.  Raidl  Commercial  Guaranty  to St.  Martin  Bank re:
               $100,090 Promissory Note.

10.4(f)(+)     St. Martin Bank $250,000 Promissory Note Dated May 21, 1998.

10.4(g)(+)     St. Martin Bank Business Loan Agreement Dated August 18, 1998.

10.4(h)(+)     St.  Martin Bank  $172,725.73  Promissory  Note Dated  August 18,
               1998.

10.4(i)(+)     Edward E.  Friloux  Commercial  Guaranty  to St.  Martin Bank re:
               $172,725.73 Promissory Note.


                                       21
<PAGE>


10.4(j)(+)     Stephen F.  Owens  Commercial  Guaranty  to St.  Martin  Bank re:
               $172,725.73 Promissory Note.

10.4(k)(+)     Angela  M.  Raidl  Commercial  Guaranty  to St.  Martin  Bank re:
               $172,725.73 Promissory Note.

10.4(l)(+)     St.  Martin Bank  Commercial  Pledge  Agreement  re:  $172,725.72
               Promissory Note.

10.4(m)(+)     St.   Martin  Bank  Pledge  of   Collateral   Mortgage  Note  re:
               $172,725.72 Promissory Note.

10.4(n)(+)     St. Martin Bank  Agreement to Provide  Insurance re:  $172,725.72
               Promissory Note.

10.4(o)(+)     St. Martin Bank - Collateral Mortgage re: $172,725.72  Promissory
               Note.

10.4(p)(+)     St. Martin Bank - $54,059.29  Promissory  Note dated  February 4,
               1999.

10.5(a)(+)     Private  Capital,  Inc. - Purchase and Security  Agreement  dated
               April 17, 1997.

10.5(b)(+)     Private  Capital,  Inc. - Angela M. Raidl  Continuing  Guaranty &
               Waiver.

10.5(c)(+)     Private  Capital,  Inc. - Stephen F. Owens and Edward E.  Friloux
               Continuing Guaranty & Waiver.

10.6(a)(+)     Bank of Erath $15,030 Promissory Note Dated June 16, 1997.

10.6(b)(+)     Bank of Erath Loan Extension Agreement Dated October 20, 1998.

10.7(+)        American Fire Retardant Corp. - El Cajon,  California  Industrial
               Lease

10.8(a)(+)     Whitney Bank - $74,400 Secured Promissory Note

10.8(b)(+)     Whitney  Bank  -  Collateral  Mortgage,  Security  Agreement  and
               Assignment of Leases and Rents

10.9(+)        American  Fire  Retardant  Corp. - Standard  Lease for  Louisiana
               Corporate Apartment

10.10(+)       Oil, Gas & Mineral Lease with Penwell Energy Inc.

10.11(a)(+)    Whitney National Bank - $42,888.46 Promissory Note

10.11(b)(+)    Whitney National Bank - Security Agreement

10.12(+)       Presidio Capital Consulting Agreement



                                       22
<PAGE>


10.13(+)       Warren Guidry Letter Promissory Note

10.14(a)(+)    Agreement with Richard Rosenberg

10.14(b)(+)    Amendment to Agreement with Richard Rosenberg

10.14(c)(+)    Richard Rosenberg - $43,134.39 Promissory Note

10.15(+)       Investment   Banking  and  Consulting   Agreement  with  Capstone
               Partners LLC.

10.16(+)       March 7, 1999 $100,000 Promissory Note.

10.17(+)       August  25,  1999   Equipment   Lease  with   Preferred   Capital
               Corporation

10.18(+)       December 7, 1999 $100,000  Promissory Note with Private  Capital,
               Inc.

10.19(*)       Consulting Agreement dated October 1, 2001 entered into between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

23.1(+)        Consent from HJ Associates & Consultants, LLP

99.1(+)        Consumer Product Safety Commission's Notice of Public Hearing
               and Request for Comments with regard to the proposed rule
               pertaining to Flame Retardant Chemicals that may be suitable for
               use in upholstered furniture.

99.2(+)        A copy of the Article 1998 Fire Loss in the United States
               from the NFPA Journal, September/October 1999.

99.3(+)        See  National  Fire  Data Center Statistics as posted on the NFDC
               website at "www.usfa.fema.goc/nfdc/statistics.htm"

       (+) Previously filed.

       (++) Attached hereto.


     (b) Reports on Form 8-K.

         There were no other reports on Form 8-K filed during the period covered
by this report.











                                       23
<PAGE>


                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.

                                                  AMERICAN FIRE RETARDANT CORP.
                                                  A Nevada Corporation


Date: May 20, 2002.                               /s/ Stephen F. Owens
                                                  ---------------------------
                                                  By: Stephen F. Owens
                                                  Its: President and Director


Date: May 20, 2002.                               /s/ Angela M. Raidl
                                                  ---------------------------
                                                  By: Angela M. Raidl
                                                  Its: Vice President,
                                                  Chief Financial Officer
                                                  Secretary and Director

































                                       24