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, 2001; 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 May 14, 2001,  there were 3,167,647  shares of the  registrant's  Common
Stock, $0.01 par value, issued and outstanding.

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

     This Form 10-QSB has 20 pages, the Exhibit Index is located at page 17.

<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  Securities  and
Exchange  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.

     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, 2001,  and the results of its  operations and changes in
its financial  position from inception  through March 31, 2001,  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.

                          Index to Financial Statements

                                                                          Page
Balance Sheets  .........................................................  3
Statements of Operations  ...............................................  5
Statements of Stockholders' Equity (deficit) ............................  6
Statements of Cash Flows ................................................  7
Notes to Financial Statements for Period ................................  8

     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.

                                       2
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 Balance Sheets

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                March 31,     December 31,
                                                  2001           2000
                                               ------------   ------------
                                               (Unaudited)
CURRENT ASSETS
<S>                                            <C>            <C>
   Inventory                                   $   112,455    $    39,994
   Accounts receivable, net                        636,923        497,325
                                               ------------   ------------

     Total Current Assets                          749,378        537,319
                                               ------------   ------------

PROPERTY AND EQUIPMENT                             212,941        206,110
                                               ------------   ------------

OTHER ASSETS

   Restricted cash                                 419,653        318,620
   Intangible assets, net                           23,000         25,500
   Deposits and other assets                        15,585         16,399
                                               ------------   ------------

     Total Other Assets                            458,238        360,519
                                               ------------   ------------

     TOTAL ASSETS                              $ 1,420,557    $ 1,103,948
                                               ============   ============

</TABLE>
     The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                           Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
<TABLE>
<CAPTION>

                                                March 31,     December 31,
                                                  2001            2000
                                               ------------   ------------
                                               (Unaudited)
CURRENT LIABILITIES
<S>                                            <C>            <C>
   Cash overdraft                              $    22,823    $    17,441
   Accounts payable                                249,022        229,927
   Accrued expenses                                653,721        666,031
   Unearned revenue                                 99,000         60,811
   Shareholder loans                               146,356        160,646
   Notes payable, current portion                  162,602        243,721
   Capital leases, current portion                     677         16,887
   Line of credit                                1,875,077      1,385,303
                                               ------------   ------------

     Total Current Liabilities                   3,209,278      2,780,767
                                               ------------   ------------

LONG-TERM LIABILITIES

   Notes payable                                   197,825        197,825
   Capital leases, long-term portion                14,210         14,210
                                               ------------   ------------

     Total Long-Term Liabilities                   212,035        212,035
                                               ------------   ------------

     Total Liabilities                           3,421,313      2,992,802
                                               ------------   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value; 25,000,000
    shares authorized, 2,359,647 shares issued and
    outstanding                                      2,361          2,361
   Additional paid-in capital                    1,490,531      1,490,531
   Accumulated deficit                          (3,493,648)    (3,381,746)
                                               ------------   ------------

     Total Stockholders' Equity (Deficit)       (2,000,756)    (1,888,854)
                                               ------------   ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                         $ 1,420,557    $ 1,103,948
                                               ============   ============
</TABLE>
     The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               For the Three Months Ended
                                                         March 31,
                                               ---------------------------
                                                   2001          2000
                                               ------------   ------------
<S>                                            <C>            <C>
NET SALES                                      $   843,192    $   881,811

COST OF SALES                                      423,052        432,051
                                               ------------   ------------

GROSS MARGIN                                       420,140        449,760
                                               ------------   ------------

OPERATING EXPENSES

   Selling, general and administrative             165,029        180,566
   Payroll expense                                 155,389         98,138
   Travel and entertainment                         58,849         63,460
   Depreciation and amortization expense            19,919         15,958
   Bad debt expense                                 -               7,303
                                               ------------   ------------

     Total Operating Expenses                      399,186        365,425
                                               ------------   ------------

INCOME FROM OPERATIONS                              20,954         84,335
                                               ------------   ------------

OTHER EXPENSES

   Interest expense                               (132,856)      (135,919)
                                               ------------   ------------

     Total Other Expenses                         (132,856)      (135,919)
                                               ------------   ------------

LOSS BEFORE INCOME TAXES                          (111,902)      (135,919)

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

NET LOSS                                       $  (111,902)   $   (51,584)
                                               ============   ============

BASIC AND FULLY DILUTED LOSS PER SHARE         $     (0.05)   $     (0.02)
                                               ============   ============

BASIC WEIGHTED AVERAGE SHARES                    2,359,647      2,327,193
                                               ============   ============
</TABLE>
     The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                       Common Stock           Additional       Stock
                                               ---------------------------     Paid-in      Subscription    Accumulated
                                                 Shares          Amount        Capital       Receivable       Deficit
                                               ------------   ------------   ------------   ------------   ------------
<S>                                            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 1999                       2,349,647    $     2,351    $ 1,485,541    $    -         $(2,478,908)

May 12, 2000: common stock
 issued for cash valued at
 $0.50 per share                                    10,000             10          4,990         -              -

Net loss for the year ended
 December 31, 2000                                  -              -              -              -            (902,838)
                                               ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2000                       2,359,647          2,361      1,490,531         -          (3,381,746)

Net loss for the three months
 ended March 31, 2001
 (unaudited)                                        -              -              -              -            (111,902)
                                               ------------   ------------   ------------   ------------   ------------

Balance, March 31, 2001
 (unaudited)                                     2,359,647    $     2,361    $ 1,490,531    $    -         $ 3,493,648
                                               ============   ============   ============   ============   ============
</TABLE>
     The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              For the Three Months Ended
                                                                        March 31,
                                                              ---------------------------
                                                                  2001          2000
                                                              ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                           <C>            <C>
   Net loss                                                   $  (111,902)   $   (51,584)
   Adjustments to reconcile net loss to net cash
    (used) by operating activities:
     Depreciation and amortization                                 19,919         15,958
     Bad debt expense                                              -               4,630
   Change in Assets and Liabilities:
     (Increase) decrease in restricted cash                      (101,033)       (65,556)
     (Increase) decrease in advances                                 (486)        -
     (Increase) decrease in deposits                                1,300         -
     (Increase) decrease in undeposited funds                      -               9,820
     (Increase) decrease in accounts receivable                  (139,598)      (156,769)
     (Increase) decrease in inventory                             (72,461)        68,351
     Increase (decrease) in accounts payable                       19,095          1,579
     Increase (decrease) in accrued expenses                      (12,310)       (35,146)
     Increase (decrease) in unearned revenue                       38,189        (67,023)
                                                              ------------   ------------

       Net Cash (Used) by Operating Activities                   (359,287)      (275,740)
                                                              ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                       (24,250)        (6,872)
                                                              ------------   ------------

     Net Cash (Used) by Investing Activities                      (24,250)        (6,872)
                                                              ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Increase in cash overdraft                                       5,381         14,157
   Proceeds from subscribed stock                                  -               5,000
   Payments on notes payable - related                            (14,291)            98
   Proceeds from lines of credit                                  489,774        291,019
   Payment on notes payable                                       (97,327)       (31,070)
                                                              ------------   ------------

       Net Cash Provided by Financing Activities                  383,537        279,204
                                                              ------------   ------------

NET INCREASE (DECREASE) IN CASH                                    -              (3,408)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                     -               3,408
                                                              ------------   ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                      $    -         $    -
                                                              ============   ============

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR

  Interest                                                    $   132,856    $    94,386
  Income taxes                                                $    -         $    -
</TABLE>
     The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000

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, 2001
     and 2000 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, 2000
     audited  financial  statements.  The results of operations  for the periods
     ended  March  31,  2001  and  2000 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
     $3,493,648  which,  as well as  current  liabilities  in excess of  current
     assets of $2,459,900, 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.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

     Leases
     ------

     The Company leases office space under a non-cancelable operating lease. The
     lease calls for monthly payments of $4,155 and expires May 31, 2002. Future
     minimum lease payments, excluding common area charges are as follows:

                                                  Amount
                                               ------------

                     2001                      $     49,860
                     2002                            24,930
                                               ------------

                              Total            $     74,790
                                               ============

     Rent expense for the three months ended March 31, 2001 and 2000 was $18,565
     and $15,921, respectively.

                                       8
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                        Notes to the Financial Statements
                      March 31, 2001 and December 31, 2000

NOTE 3 - COMMITMENTS AND CONTINGENCIES (Continued)

     Employment Contract
     -------------------

     The Company has an employment contract with a key employee. Under the terms
     of this contract, the Company is committed to paying this individual $3,500
     in salary per month  through  November 1, 2003.  Salary  expense under this
     contract fo the three  months  ended March 31, 2001 and 2000 was $7,000 and
     $7,000, respectively. this contract is currently in dispute.

     Vehicle and Equipment Operating Leases
     --------------------------------------

     The Company has leased two vehicles under  operating  leases which call for
     combined  monthly payments of $1,050 per month. The operating leases expire
     in 2001.

     Royalty Agreement
     -----------------

     The  Company  has  committed  to paying an  individual  $0.75 per gallon in
     royalties on the sale of Fyberix 2000V.  The royalties are payable monthly.
     Royalty expense for the three months ended March 31, 2001 and 2000 was $-0-
     and $-0-, respectively, as there have been no sales of Fyberix 2000V.

                                       9
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     The following  discussion and analysis  should be read in conjunction  with
the financial statements and notes thereto appearing elsewhere herein.

December 31,2000 and March 31, 2001
-----------------------------------

Changes in Financial Condition
------------------------------

     The balance of current assets at December 31, 2000 was $537,319 compared to
a balance of $749,378 at March 31,  2001.  The  balances of current  liabilities
were $2,780,767 and $3,209,278 for the same periods, respectively. The resulting
current  ratio at December  31,2000 was .2 to 1. The current  ratio at March 31,
2001 was also .2 :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
2001.

     The  increase of current  assets at March 31, 2001 over  December  31, 2000
reflects an increased need for the Company to maintain an inventory of materials
for its projects as it enters its busy season of year.  The Company used $72,461
of working capital for inventory growth in the first quarter of 2001.

     The other material component of current assets is accounts receivable.  The
balance of accounts  receivable at March 31, 2001 was  $636,923,  an increase of
$139,598. The receivables increased due to the seasonal increase in sales.

     The  increase  in current  liabilities  of $428,511  is  indicative  of the
Company's  continued  liquidity  problems.  The  line  of  credit  increased  by
$489,774.  The Company used cash of $359,287 in its  operations  as it sought to
establish itself as a market leader in the fire retardant field.

     $479,721 of the Company's accrued expenses were past due payroll taxes owed
to the  Internal  Revenue  Service and  several  States  where the Company  does
business.  The Company has submitted offers in compromise to these  governmental
agencies whereby it hopes to decrease the liabilities to an amount it can afford
to pay. There is no guarantee that the offers will finally be accepted. Also the
Company may not become  delinquent  again in its payroll tax  obligations if the
offers are accepted or they will be voided.

         The Company continues to borrow funds against its future contracts on
its line of credit. The factoring agreement charges 8% of the amount borrowed as
a fee for the funds. This significantly decreases the Company's profitability on
its contracts. Also the Company has borrowed against contracts for which it has
not yet provided services and therefore the Company must continue the cycle by
raising more capital to complete those projects.

         At March 31, 2001 the Company needs 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 an offering
of its common stock in 2001. The Company has no commitments for such an offering
and there is no guarantee that it will succeed in raising the funds it needs. At
March 31, 2001 the Company has insufficient cash flow from operations to meet
its current cash obligations. Until such time that the Company is able to raise
sufficient capital it intends to continue to finance itself through the line of
credit.

Results of Operations
---------------------

For the quarter  ended March 31,  2000  compared to the quarter  ended March 31,
2001

     The Company's net sales decreased by $38,619 in 2001 compared to 2000. This
is a decrease of 4% and  reflects the decline in the U.S.  economy in 2001.  The
Company's  gross margin for 2000 was 51% of sales  compared to 50% in 2001 which
means  that  the  Company  has  had to give  more  discounts  to its  customers.
Management  believes  that this will help the Company  establish a perception in
the market that it provides a quality  product at a fair price.  Also management
believes  that the Company  needs to  establish  itself as a major player in the
fire retardant field in order to compete effectively.

                                       10
<PAGE>
     The Company has been able to cut its  Selling,  General and  Administrative
Expenses  by  $15,537 or 9% through  its  efforts to keep costs low.  Management
intends to continue these stringent measures throughout 2001.  However,  Payroll
Expense has gone up by $57,251 or 58%.  The  increase  reflects  the tight labor
market in Southern California. The cost of getting and keeping the high level of
quality the Company seeks in its managerial  staff  increased  significantly  in
2000.  Management  believes  that it will be able to hold  those  payroll  costs
constant the remainder of 2001.

     In order to cover  the  negative  cash flow  from  operations  in the first
quarter of 2001 the Company would have needed an  additional  $718,574 of sales,
assuming  the same 50%  gross  margin  percentage.  Accordingly,  management  is
seeking to  increase  its  marketing  efforts in 2001.  However,  the Company is
subject to the current economic decline.

CAUTIONARY FORWARD -LOOKING STATEMENT
-------------------------------------

     Statements  included  in  this  Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations,  and in future  filings by the
Company with the  Securities  and Exchange  Commission,  in the Company's  press
releases  and in  oral  statements  made  with  the  approval  of an  authorized
executive officer which are not historical or current facts are "forward-looking
statements"  made  pursuant  to  the  safe  harbor  provisions  of  the  Private
Securities  Litigation  Reform Act of 1995 and are subject to certain  risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  earnings and those presently  anticipated or projected.  The Company
wishes  to  caution   readers   not  to  place   undue   reliance  on  any  such
forward-looking statements,  which speak only as of the date made. The following
important  factors,  among others, in some cases have affected and in the future
could affect the Company's  actual results and could cause the Company's  actual
financial   performance  to  differ   materially  from  that  expressed  in  any
forward-looking   statement:  (i)  the  extremely  competitive  conditions  that
currently exist in the fire retardant and fireproofing  industry are expected to
continue, placing further pressure on pricing which could adversely impact sales
and erode profit margins;  (ii) many of the Company's  major  competitors in its
channels of distribution have significantly greater financial resources than the
Company;  and (iii) the  inability to carry out  marketing and sales plans would
have a materially  adverse  impact on the Company's  projections.  The foregoing
list  should not be  construed  as  exhaustive  and the  Company  disclaims  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statements  or to reflect  the
occurrence of anticipated or unanticipated events.

                                       11
<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:

     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
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 integral to product
performance.

                                       12
<PAGE>
     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.

     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.

     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.

                                       13
<PAGE>
     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 may be deemed to be "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.

     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.

                                       14
<PAGE>
     There Is No Market for The Company's Common Stock and There Is No Assurance
     That A Market Will Develop
     --------------------------------------------------------------------------

     The Company  intends to submit for quotation of its common stock on the OTC
Bulletin  Board of the NASD  following the  effectiveness  of this  registration
statement, and to seek a broker-dealer to act as market maker for its securities
(without  the use of any  consultant).  Currently  there is no  market  for such
shares and there have been no discussions  with any  broker-dealer  or any other
person in this regard, and no market maker has been identified. Therefore, there
can be no assurance that such a market will ever develop or be  maintained.  Any
market  price  for the  shares  of the  Company's  common  stock is likely to be
volatile  and  numerous  factors  beyond the  control of the  Company may have a
significant  effect.  In addition,  the stock markets generally have experienced
and continue to experience extreme price and volume  fluctuations thus affecting
the market price of many small capital companies and which have often times been
unrelated to the operating  performance of these  companies.  These broad market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  affect the market price of the  Company's  common stock in any market
that may develop.

                                       15
<PAGE>
                                    PART II.

                              OTHER INFORMATION.

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

     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. Subsequent to the date covered by
this   report,   the   Internal   Revenue   Service   has   voided   those   two
offers-in-compromise due to the delinquent taxes currently owed by the Company.

     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,  $52,063.78,
including  interest  and  penalties,  for  the  1st  quarter  2000,  $48,949.99,
including interest and penalties, for the 2nd quarter 2000, and $42,291.86,  not
including interest and penalties, for the 3rd quarter 2000, and $28,912.05,  not
including interest and penalties, for the 4th quarter 2000.

     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.

                                       16
<PAGE>
Item 2.  Changes in Securities.
         ---------------------

     Not required.

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

     Not required.

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

     None.

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.

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.

                                       17
<PAGE>
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.

4.1(+)         2001 Stock Option Plan adopted by the  Registrant's  Directors on
               April 30, 2001.

4.2(+)         Specimen Form of Non-statutory Stock Option Agreement.

4.3(+)         Nonstatutory Stock Option Agreement dated April 30, 2001, between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

4.4(+)         Attorney/Client  Fee Agreement  dated February 15, 2001,  between
               American Fire Retardant Corp. and Gregory Bartko, Esq.

4.5(+)         Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Sherry Wilson.

4.6(+)         Consulting  Agreement dated April 30, 2001 between  American Fire
               Retardant Corp. and Sherry Wilson.

4.7(+)         Nonstatutory  Stock Option Agreement dated April 19, 2001 between
               American Fire Retardant Corp. and Stephen F. Owens.

4.8(+)         Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Richard Rosenberg.

4.9(+)         Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Richard Rosenberg.

4.10(+)        Nonstatutory  Stock Option Agreement dated April 30, 2001 between
               American Fire Retardant Corp. and Lewis Rosenberg.

4.11(+)        Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and Lewis Rosenberg.

4.12(+)        Consulting  Agreement dated April 21, 2001 between  American Fire
               Retardant Corp. and BridgeStream Partners, LLC.

4.13(+)        Nonstatutory  Stock Option Agreement dated April 21, 2001 between
               American Fire Retardant Corp. and BridgeStream Partners, LLC.

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.
                                       18
<PAGE>
10.4(i)(+)     Edward E.  Friloux  Commercial  Guaranty  to St.  Martin Bank re:
               $172,725.73 Promissory Note.

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

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.

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.

     (+) Previously filed.
     (++) Attached hereto.


                                       19
<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 __, 2001                                /S/ Stephen F. Owens
                                                  ------------------------------
                                                  By: Stephen F. Owens
                                                  Its: President and Director


Date: May __, 2001                                /S/ Angela M. Raidl
                                                  ------------------------------
                                                  By: Angela M. Raidl
                                                  Its: Vice President,
                                                       Chief Financial Officer
                                                       Secretary and Director

                                       20