U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

      For the quarterly period ended March 31, 2004.

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

      For the transition period from _______ to ________


                        COMMISSION FILE NUMBER: 000-26261

                          AMERICAN FIRE RETARDANT CORP.
                 (Name of small business issuer in its charter)



                  NEVADA                                      88-0386245
       (State or other jurisdiction                        (I.R.S. Employer
     of incorporation or organization)                    Identification No.)

9316 WHEATLANDS ROAD, SUITE C, SANTEE, CALIFORNIA               92071
    (Address of principal executive offices)

                                 (619) 258-3640
                           (Issuer's telephone number)


     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act 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
    ---    ---

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date:  As  of  May  10, 2004,
183,697,590 shares of the issuer's common stock were outstanding.

     Transitional Small Business Disclosure Format (check one): Yes     No  X
                                                                    ---    ---


<PAGE>
<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS



<S>                                                                                              <C>
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    Item 1.  Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . .   4
        Balance Sheet as of March 31, 2004 and December 31, 2003. . . . . . . . . . . . . . . .   4
        Statements of Operations for the three months ended March 31, 2004 and 2003 . . . . . .   6
        Statements of Stockholders' Equity (Deficit) for the three months ended March 31, 2004.   7
        Statements of Cash Flows for the three months ended March 31, 2004 and 2003 . . . . . .   8
        Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
    Item 2.  Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . .  12
    Item 3.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Item  1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Item  2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Item  3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Item  4.  Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . .  15
    Item  5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Item  6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . .  16
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
        2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
        2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
        2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
        2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
</TABLE>


                                        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  unaudited  balance  sheets as of March 31, 2004 and
December  31,  2003,  and  the unaudited statements of operations, stockholders'
equity  (deficit)  and  cash flows for the three months ended March 31, 2004 and
2003.  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, 2004, 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 year ending December 31, 2004.

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>
<TABLE>
<CAPTION>
                          AMERICAN FIRE RETARDANT CORP
                                 Balance Sheets


                                    ASSETS
                                    ------

                                                March 31,    December 31,
                                                   2004          2003
                                               ------------  -------------
                                               (Unaudited)
<S>                                            <C>           <C>
CURRENT ASSETS

  Cash                                         $    104,281  $           -
  Inventory                                         346,027        345,994
  Accounts receivable, net                          411,130        309,951
  Prepaid assets                                     19,544         36,101
                                               ------------  -------------

    Total Current Assets                            880,982        692,046
                                               ------------  -------------

PROPERTY AND EQUIPMENT, NET                         207,143         77,098
                                               ------------  -------------

OTHER ASSETS

  Restricted cash                                         -        119,830
  Deposits                                            4,352        104,352
  Formulations and intellectual property, net       247,946              -
                                               ------------  -------------

    Total Other Assets                              252,298        224,182
                                               ------------  -------------

    TOTAL ASSETS                               $  1,340,423  $     993,326
                                               ============  =============
</TABLE>


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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                          AMERICAN FIRE RETARDANT CORPORATION
                              Balance Sheets (Continued)


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

                                                           March 31,     December 31,
                                                             2004            2003
                                                         -------------  --------------
                                                          (Unaudited)
CURRENT LIABILITIES
<S>                                                      <C>            <C>
  Cash overdraft                                         $          -   $      30,075
  Accounts payable                                            235,682         236,952
  Accrued expenses                                          1,076,554       1,554,851
  Shareholder loans                                           180,954         232,718
  Notes payable                                               191,386         754,635
  Line of credit                                                    -         521,000
                                                         -------------  --------------

    Total Current Liabilities                               1,684,576       3,330,231
                                                         -------------  --------------

COMMITMENTS AND CONTINGENCIES

  SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK;
    $0.001 par value; authorized 100,000,000
    42,000,000 issued and outstanding                       1,104,000       1,104,000
                                                         -------------  --------------

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred Stock, $0.001 par value, 400,000,000
  shares authorized, 0 shares issued and outstanding.               -               -
  Common stock, $0.001 par value; 1,980,000,000 shares
  authorized, 39,197,590 and 21,805,605 shares issued
  and outstanding, respectively                                39,197          21,806
  Additional paid-in capital                               33,425,991      27,963,903
  Stock subscription receivable                                     -        (134,637)
  Accumulated deficit                                     (34,913,341)    (31,291,977)
                                                         -------------  --------------

    Total Stockholders' Equity (Deficit)                   (1,448,153)     (3,440,905)
                                                         -------------  --------------

    TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                     $  1,340,423   $     993,326
                                                         =============  ==============
</TABLE>


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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Operations
                                   (Unaudited)


                                             For the Three Months Ended
                                                      March 31,
                                          -------------------------------
                                               2004             2003
                                          ---------------  --------------
<S>                                       <C>              <C>

NET SALES                                 $      272,447   $     552,459

COST OF SALES                                    132,296         194,741
                                          ---------------  --------------

GROSS MARGIN                                     140,151         357,718
                                          ---------------  --------------

OPERATING EXPENSES

  Selling, general and administrative          1,686,225       1,180,364
  Payroll expense                                133,453         258,646
  Travel and entertainment                        58,642          27,643
  Depreciation and amortization expense           16,908          14,315
                                          ---------------  --------------

    Total Operating Expenses                   1,895,228       1,480,968
                                          ---------------  --------------

LOSS FROM OPERATIONS                          (1,755,077)     (1,123,250)
                                          ---------------  --------------

OTHER INCOME AND (EXPENSES)

  Loss on extinguishments of debt             (1,824,214)              -
  Miscellaneous income                                 -             975
  Interest expense                               (42,073)        (93,820)
                                          ---------------  --------------

    Total Other Expenses                      (1,866,287)        (92,845)
                                          ---------------  --------------

LOSS BEFORE INCOME TAXES                      (3,621,364)     (1,216,095)

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

NET LOSS                                  $   (3,621,364)  $  (1,216,095)
                                          ===============  ==============

BASIC LOSS PER SHARE                      $        (0.12)  $       (1.70)
                                          ===============  ==============

BASIC WEIGHTED AVERAGE SHARES                 30,794,396         714,666
                                          ===============  ==============
</TABLE>


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


                                        6
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN FIRE RETARDANT CORPORATION
                  Statements of Stockholders' Equity (Deficit)


                                            Common Stock      Additional       Stock
                                      ----------------------    Paid-in     Subscription    Accumulated
                                         Shares      Amount     Capital      Receivable      (Deficit)
                                      ------------  --------  -----------  --------------  -------------
<S>                                   <C>           <C>       <C>          <C>             <C>
Balance, December 31, 2003             21,805,605   $21,806   $27,963,903  $    (134,637)  $(31,291,977)

Common stock issued for services
  (unaudited)                           2,412,000     2,412       828,888              -              -

Common stock issued for
  extinguishment of debt (unaudited)    8,400,000     8,400     3,106,600              -              -

Common stock issued for cash
  (unaudited)                           8,580,000     8,580     1,524,600              -              -

Cash received on stock subscription
  receivable (unaudited)                        -         -             -        134,637              -

Cancelled shares (unaudited)           (2,000,000)   (2,000)        2,000              -              -

Net loss for the three months
  ended March 31, 2004 (unaudited)              -         -             -              -     (3,621,364)
                                      ------------  --------  -----------  --------------  -------------

Balance, March 31, 2004 (unaudited)   $39,197,605   $39,198   $33,425,991  $           -   $(34,913,341)
                                      ============  ========  ===========  ==============  =============
</TABLE>


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


                                        7
<PAGE>
<TABLE>
<CAPTION>
                      AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Cash Flows
                                  (Unaudited)

                                                       For the Three Months Ended
                                                               March 31,
                                                   --------------------------------
                                                        2004             2003
                                                   --------------  ----------------
<S>                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                         $  (3,621,364)  $    (1,216,095)
  Adjustments to reconcile net loss to net cash
  used by operating activities:
    Common stock issued for services                     831,300           930,000
    Preferred stock issued for services                        -           200,000
    Loss on extinguishment of debt                     1,824,214                 -
    Depreciation and amortization                         16,908            14,315
  Change in Assets and Liabilities:
    (Increase) decrease in restricted cash               119,830                 -
    (Increase) decrease in prepaid assets                 16,557                 -
    (Increase) decrease in accounts receivable          (101,179)         (312,664)
    (Increase) decrease in deposits                      100,000                 -
    (Increase) decrease in inventory                         (33)            5,700
    Increase (decrease) in accounts payable               (1,270)          (15,406)
    Increase (decrease) in accrued expenses             (254,761)          285,295
                                                   --------------  ----------------

      Net Cash Used by Operating Activities           (1,069,798)         (108,855)
                                                   --------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of fixed assets                              (140,595)                -
  Purchase of other assets                              (254,304)                -
                                                   --------------  ----------------

    Net Cash Used by Investing Activities               (394,899)                -
                                                   --------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Increase (decrease) in cash overdraft                  (30,075)           61,724
  Common stock issued for cash                         1,533,180                 -
  Payments on shareholder loans                          (51,764)           (2,000)
  Payments on notes payable                              (17,000)           48,593
  Cash receipts on stock subscription receivable         134,637                 -
  Payment on capital lease                                     -            (2,400)
                                                   --------------  ----------------

      Net Cash Provided by Financing Activities        1,568,978           105,917
                                                   --------------  ----------------

NET INCREASE (DECREASE) IN CASH                          104,281            (2,938)

CASH AT BEGINNING OF PERIOD                                    -             2,938
                                                   --------------  ----------------

CASH AT END OF PERIOD                              $     104,281   $             -
                                                   ==============  ================
</TABLE>


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


                                        8
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN FIRE RETARDANT CORPORATION
                      Statements of Cash Flows (Continued)
                                   (Unaudited)


                                                               For the Three Months Ended
                                                                        March 31,
                                                              -----------------------------
                                                                   2004           2003
                                                              --------------  -------------
<S>                                                           <C>             <C>

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR

  Interest                                                    $            -  $           -
  Income taxes                                                $            -  $           -

NON-CASH FINANCING ACTIVITIES

  Common stock issued for deferred services                   $            -  $           -
  Common stock issued for extinguishment of debt              $    1,290,785  $           -
  Common stock issued for services                            $      831,300  $     935,000
  Preferred stock issued for services                         $            -  $     200,000
  Preferred stock issued in satisfaction of accrued expenses  $            -  $     429,000
</TABLE>


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


                                        9
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                      March 31, 2004 and December 31, 2003
                                   (unaudited)

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, 2004
     and  2003  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, 2003
     audited  financial  statements.  The  results of operations for the periods
     ended  March  31,  2004  and  2003  are  not  necessarily indicative of the
     operating  results  for  the  years  ended  December  31,  2004  and  2003.


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
     $34,913,341  which,  as  well  as  current liabilities in excess of current
     assets  of $803,594, raises substantial doubt about its ability to continue
     as  a  going  concern.

     Management is presently pursuing additional financing through borrowing and
     issuing  shares  to  pay  for  expenses.  In addition, the Company plans to
     increase  sales volume with the introduction of its new retail product. The
     ability  of  the  Company to achieve its operating goals and to obtain such
     additional finances, however, is uncertain. The financial statements do not
     include  any  adjustments relating to the recoverability and classification
     of  asset  carrying amounts or the amount and classification of liabilities
     that  might  result  from  the  outcome  of  these  uncertainties.

NOTE 3 -  SIGNIFICANT AND SUBSEQUENT EVENTS

     In  March 2004, the Company's common stock was reverse split on a 1 for 250
     basis.  Accordingly, the Company's authorized common stock was reduced from
     9,800,000,000  shares  to  39,200,000  shares. In April 2004, the Company's
     authorized  common  stock  was  increased  to  1,980,000,000  shares.  All
     references  to  common  stock  and  per  share data have been retroactively
     restated  to  show  the  effect  of  all  of  these  actions.

     Subsequent  to  March  31,  2004,  the  Company issued 72,000,000 shares of
     common  stock  for  services.

NOTE 4 -   COMMITMENTS  AND  CONTINGENCIES

     Management has identified that the issuance of some shares of the Company's
     common stock to certain employees and non-employed consultants for services
     rendered  during the periods ended March 31, 2003 and December 31, 2003 and
     2001  were  issued in violation of Section 5 of the Securities Act of 1933,
     as  amended.  The  Company  was  in


                                       10
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                      March 31, 2004 and December 31, 2003
                                   (unaudited)

NOTE  4  -  COMMITMENTS  AND  CONTINGENCIES  (continued)

     violation  at  March  31,  2003  and  December  31,  2003  and issued stock
     subsequent  to  March  31, 2003 in violation. The Company may be subject to
     various  actions  and  remedies  as  a result of these violations which, if
     made,  could  result  in  additional liability that could have a materially
     adverse  effect  on  the  Company's financial statements. The likelihood of
     such  actions  and  remedies  and the amount of any potential liability, if
     any,  is  not  readily  determinable. Accordingly, no related liability has
     been  included  in  the  accompanying  financial  statements.


NOTE  5  -  CONCENTRATIONS  OF  RISK

     Major  Customers
     ----------------

     Net  sales  for  the three months ended March 31, 2004 include sales to one
     major  customer.  During  the  first  quarter  that  customer  had sales of
     $100,611  and  receivables  due  of  $176,335.


                                       11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

Forward-Looking Information

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange  Act of 1934.  Actual operations and results may materially differ from
present  plans  and  projections  due  to  changes  in  economic conditions, new
business  opportunities,  changed  business  conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings  with  the  Securities  and  Exchange  Commission.

     The  following  are  factors  that  could cause actual results or events to
differ  materially  from those anticipated, and include, but are not limited to,
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside investors and/or bank and mezzanine lenders, and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof.  We believe
the  information  contained  in  this  Form 10-QSB to be accurate as of the date
hereof.  Changes may occur after that date.  We will not update that information
except  as  required  by  law  in  the  normal  course  of our public disclosure
practices.

     Additionally,  the  following  discussion regarding our financial condition
and  results  of  operations  should  be  read in conjunction with the financial
statements  and related notes contained in Item 1 of Part I of this Form 10-QSB,
as  well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the  fiscal  year  ended  December  31,  2003.

MANAGEMENT'S PLAN OF OPERATION

     We  originally commenced operations as American Fire Retardant Corporation,
a  corporation organized under the laws of the State of Florida ("AFRC Florida")
on  November 20, 1992. Since 1993 we have undergone various changes in corporate
structure  and  domicile.  Ultimately,  in  March  1999  we  completed  the
simplification of our corporate structure. All subsidiaries were merged into the
parent  and  the parent was domiciled in the State of Nevada. We became American
Fire  Retardant  Corp.,  a  Nevada  corporation.

     We  are  a  fire protection company that specializes in fire prevention and
fire  containment.  We  are  in  the  business  of developing, manufacturing and
marketing  a line of interior and exterior fire retardant chemicals and products
and  provide  fire  resistive  finishing services through our Textile Processing
Center  for  commercial  users.  We  also  design new technology for future fire
resistive  applications that are being mandated by local, state and governmental
agencies  and  are  active  in  the  construction industry as subcontractors for
firestop  and  firefilm  installations  and  fireproofing  applications.


                                       12
<PAGE>
     We  install  fire  stopping  materials.  Our  fire stop crews work directly
under  the general, electrical, mechanical or plumbing contractors.  We are also
planning  to enter the durable fire resistive fabric marketplace within the next
two  years.


FIRST QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

     The balance of current assets at December 31, 2003 was $692,046 compared to
a  balance of $880,982 at March 31, 2004. The balance of current liabilities was
$3,330,231  and  $1,684,576,  respectively,  for the same periods. The resulting
current  ratio at December 31, 2003 was .21 to 1. The current ratio at March 31,
2004 was .52 to 1. The current ratio indicates that the Company's ability to pay
its obligations has improved over the course of the first quarter of 2004.

     The  increase of current assets at March 31, 2004 over December 31, 2003 is
principally  the  result of a net increase in accounts receivable due to working
the large construction job at the Miami International Airport.

     The  balance  of  accounts  receivable  at  March 31, 2004 was $411,130, an
increase  of  $101,179  from the period ended December 31, 2003. The receivables
increased  mainly  due to the increase in sales from the construction job at the
Miami  International  Airport.

     The  decrease  in  current  liabilities  of $1,645,655 is mainly due to the
Company  paying down debt. The Company used cash of $1,069,798 in its operations
as  it  continues  to  focus  itself  as  a  market leader in the fire retardant
industry.

     $339,376 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 has negotiated an installment plan with the IRS and
is current with that installment plan and on its payroll tax obligations for the
year  2004.

     At  March  31,  2004 the Company needed approximately $1,500,000 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  2003 and through continued efforts at obtaining
outside  financing.

RESULTS OF OPERATIONS

     For  the  three  months  ended  March 31, 2004 compared to the three months
ended  March  31,  2003.

     The  Company's  net  sales  decreased  by  $280,012  through March 31, 2004
compared  to the same period in 2003. This is a decrease of 50.7% and is largely
a  result  of concentrating most of our work on the Miami Airport job. The gross
margin  for  the  period  in  2003  was  51.4%  of  sales


                                       13
<PAGE>
compared  to  64.8%  for  the  same period in 2003. 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
$505,861  or  42.9%  for the period ended March 31, 2004 over the same period in
2003,  mainly  due to expenses incurred for consulting services in regard to the
Company's  common  stock.  Payroll  expenses  have decreased by $125,193 for the
three  months ended March 31, 2004 or 48.4%, as compared with the same period in
2003.

     Management  is  seeking  to increase the Company's marketing efforts in the
coming year. In particular, the Company is increasing its' marketing efforts for
its  TreeSafe  product.  TreeSafe  is  a fire-retardant for Christmas trees that
prevents  them  from  combusting.  However,  the  Company is also 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.

LIQUIDITY AND CAPITAL RESOURCES

     As  discussed  by  our  accountants  in  the  audited  financial statements
included  in  Item  7 of Part II on our Form 10-KSB for the year ending December
31, 2003, our revenue is currently insufficient to cover our costs and expenses.
To  the  extent  our revenue shortfall exceeds our stockholders' willingness and
ability  to  continue  providing  us  the  funds  needed, management anticipates
raising  any  necessary  capital  from  outside  investors  coupled with bank or
mezzanine  lenders.  As of the date of this report, we have not entered into any
negotiations with any third parties to provide such capital.

     Our  management  anticipates that our current financing strategy of private
debt  and  equity  offerings  will  meet our anticipated objectives and business
operations  for  the  next  12  months.  Management  continues  to  evaluate
opportunities  for  corporate  development.  Subject  to  our  ability to obtain
adequate  financing  at  the  applicable  time,  we  may  enter  into definitive
agreements  on  one  or  more  of  those  opportunities.

     At  March  31,  2004, we had $880,982 in total current assets from which to
pay  our  obligations.  Our  current  liabilities total $1,684,576. At March 31,
2004, we had a cash balance of $104,281.

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM 3.     CONTROLS AND PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that


                                       14
<PAGE>
     information  required  to  be  disclosed  by us in the reports that we file
under  the  Exchange  Act  is  accumulated  and  communicated to our management,
including  our  principal  executive  and  financial officers, as appropriate to
allow  timely  decisions  regarding  required  disclosure.

     Evaluation of disclosure and controls and procedures.  As of the end of the
period  covered  by this Quarterly Report, we conducted an evaluation, under the
supervision  and with the participation of our chief executive officer and chief
financial  officer,  of  our  disclosure  controls and procedures (as defined in
Rules  13a-15(e)  of  the  Exchange  Act).  Based  on this evaluation, our chief
executive  officer  and  chief  financial  officer concluded that our disclosure
controls  and procedures are effective to ensure that information required to be
disclosed  by  us  in  reports  that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange  Commission  rules  and  forms.

     Changes in internal controls over financial reporting.  There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Reference is made to Part I, Item 3 of our Annual Report on Form 10-KSB for
the  year  ended December 31, 2003, filed with the Commission on April 14, 2004.

ITEM 2.  CHANGES IN SECURITIES.

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

ITEM 5.  OTHER INFORMATION.

     None.


                                       15
<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.


EXHIBIT NO.  IDENTIFICATION OF EXHIBIT
-----------  -------------------------
<S>          <C>

   3.1**     Articles of Incorporation.
   3.2**     Bylaws.
   31.1*     Certification of Raoul L. Carroll, Chief Financial Officer of American Fire
             Retardant Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to
             Sec.302 of the Sarbanes-Oxley Act of 2002.
   31.2*     Certification of Randy W. Betts, Chief Financial Officer and Treasurer of
             American Fire Retardant Corp., pursuant to 18 U.S.C. Sec.1350, as adopted
             pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
   32.1*     Certification of Raoul L. Carroll, Chief Financial Officer of American Fire
             Retardant Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to
             Sec.906 of the Sarbanes-Oxley Act of 2002.
   32.2*     Certification of Randy W. Betts, Chief Financial Officer and Treasurer of
             American Fire Retardant Corp., pursuant to 18 U.S.C. Sec.1350, as adopted
             pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002
<FN>
__________
*    Filed herewith.
**   Previously filed.
</TABLE>


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<PAGE>
(b)  Reports  on  Form  8-K.

     None.

                                   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.

                                          AMERICAN FIRE RETARDANT CORP.

Dated:  May 20, 2004.

                                          By  /s/  Stephen F. Owens
                                            -----------------------
                                            Stephen F. Owens,
                                            President


                                       17
<PAGE>