SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-1

     (Mark One)

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

     For Quarter Ended: September 30, 1999; 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  September  30,  1999 there were  2,343,788  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 28 pages, the Exhibit Index is located at page 23.

<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 September 30, 1999 and the results of its  operations  and changes
in its financial  position from inception  through  September 30, 1999 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.................................  9

     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]


                                       2
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------
                                                     September 30,  December 31,
                                                        1999            1998
                                                     ------------   ------------
                                                     (Unaudited)
CURRENT ASSETS

   Cash                                              $    -         $    -
   Inventory                                             211,371        140,495
   Accounts receivable, net                              840,056        472,302
   Prepaid expenses                                       10,000         -
                                                     ------------   ------------

     Total Current Assets                              1,061,427        612,797
                                                     ------------   ------------

PROPERTY AND EQUIPMENT                                   247,166        196,603
                                                     ------------   ------------

OTHER ASSETS

   Restricted cash                                       138,649         71,519
   Intangible assets, net                                 46,750         72,500
   Deposits and other assets                              28,194         16,372
                                                     ------------   ------------

     Total Other Assets                                  213,593        160,391
                                                     ------------   ------------

     TOTAL ASSETS                                    $ 1,522,186    $   969,791
                                                     ============   ============


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

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


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                     September 30,  December 31,
                                                         1999           1998
                                                     ------------   ------------
                                                     (Unaudited)
CURRENT LIABILITIES

   Cash overdraft                                    $    43,716    $     9,462
   Accounts payable                                      336,748         65,887
   Accrued expenses                                      327,041        229,321
   Unearned revenue                                       87,690         42,690
   Shareholder loans                                     203,714        215,700
   Notes payable, current portion                        291,696        225,697
   Line of credit                                        646,460        418,869
                                                     ------------   ------------

     Total Current Liabilities                         1,937,065      1,207,626
                                                     ------------   ------------

LONG-TERM LIABILITIES

   Notes payable                                         100,000         94,668
                                                     ------------   ------------

     Total Liabilities                                 2,037,065      1,302,294
                                                     ------------   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, 0.001 par value;  25,000,000
    shares authorized, 2,343,788 and 2,278,661
    shares issued and outstanding, respectively            2,344          2,279
   Additional paid-in capital                            917,614        872,090
   Accumulated deficit                                (1,434,837)    (1,206,872)
                                                     ------------   ------------

     Total Stockholders' Equity (Deficit)               (514,879)      (332,503)
                                                     ------------   ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                               $ 1,522,186    $   969,791
                                                     ============   ============


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

                                       4
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               For the                        For the
                                                           Nine Months Ended             Three Months Ended
                                                             September 30,                  September 30,
                                                     ----------------------------   ---------------------------
                                                         1999           1998            1999           1998
                                                     ------------   -------------   ------------   ------------
<S>                                                  <C>            <C>             <C>            <C>
NET SALES                                            $ 1,914,924    $  1,301,496    $   893,380    $   451,982

COST OF SALES                                            648,375         470,608        309,291        194,004
                                                     ------------   -------------   ------------   ------------

GROSS MARGIN                                           1,266,549         830,888        584,089        257,978
                                                     ------------   -------------   ------------   ------------

EXPENSES

   Selling, general and administrative                 1,205,586       1,055,420        479,650        231,229
   Depreciation and amortization expense                  27,300          14,769          8,554          9,908
   Bad debt expense                                        7,711          20,995         (3,148)         8,537
                                                     ------------   -------------   ------------   ------------

     Total Expenses                                    1,240,597       1,091,184        485,056        249,674
                                                     ------------   -------------   ------------   ------------

INCOME (LOSS) FROM OPERATIONS                             25,952        (260,296)        99,033          8,304
                                                     ------------   -------------   ------------   ------------

OTHER EXPENSES

   Interest expense                                     (258,018)       (113,029)      (113,567)       (30,923)
                                                     ------------   -------------   ------------   ------------

     Total Other Expenses                               (258,018)       (113,029)      (113,567)       (30,923)
                                                     ------------   -------------   ------------   ------------

LOSS BEFORE INCOME TAXES                                (232,066)       (373,325)       (14,534)       (22,619)

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

NET LOSS                                             $  (232,066)   $   (373,325)   $   (14,534)   $   (22,619)
                                                     ============   =============   ============   ============

BASIC LOSS PER SHARE                                 $     (0.10)   $      (0.18)   $     (0.00)   $     (0.01)
                                                     ============   =============   ============   ============

BASIC WEIGHTED AVERAGE SHARES                          2,322,556       2,021,010      2,343,788      2,022,738
                                                     ============   =============   ============   ============
</TABLE>

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

                                       5
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
            Consolidated 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, 1997              2,017,953    $     2,018    $    730,369     $   (30,000)   $  (695,768)

Common stock issued for cash                4,785              5          18,495          -             -

Receipt of stock subscription              -              -               -              30,000         -

Common stock issued for
 services and interest                    255,543            256          52,726          -             -

Contributed capital for
 services rendered                         -              -               70,500          -             -

Net loss for the year ended
 December 31, 1998                         -              -               -               -           (511,104)
                                      ------------   ------------   -------------   ------------   ------------

Balance, December 31, 1998              2,278,661          2,279         872,090          -         (1,206,872)

Common stock issued for
 debt conversion (unaudited)               49,159             49          34,362          -             -

Common stock issued for
 interest (unaudited)                      15,968             16          11,162          -             -

Common stock issued for
 consulting services
 (unaudited)                                5,859              6           4,095          -             -

Net loss for the nine months
 ended September 30, 1999
 (unaudited)                               -              -               -               -           (227,965)
                                      ------------   ------------   -------------   ------------   ------------

Balance, September 30, 1999
 (unaudited)                            2,343,788    $     2,344    $    917,614    $     -        $(1,434,837)
                                      ============   ============   =============   ============   ============
</TABLE>

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

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


<TABLE>
<CAPTION>
                                                               For the                        For the
                                                           Nine Months Ended             Three Months Ended
                                                             September 30,                  September 30,
                                                     ----------------------------   ---------------------------
                                                         1999           1998           1999            1998
                                                     ------------   -------------   ------------   ------------
<S>                                                  <C>            <C>             <C>            <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES
  Net (loss)                                         $  (232,066)   $   (373,325)   $   (14,534)   $   (22,619)
  Adjustments to reconcile net loss to net cash
   provided  (used) by operating activities:
    Common stock issued for services and
      interest expense                                    15,279          48,586          4,101         17,625
    Depreciation and amortization                         54,600          25,408         18,584         18,912
    Bad debt expenses                                      7,711          20,995         (3,148)         8,537
   Change in Assets and Liabilities:
    (Increase) decrease in accounts receivable          (375,465)        (32,947)      (435,647)       (35,407)
    (Increase) decrease in deposits                       -               (6,683)        -              -
    (Increase) decrease in inventory                     (70,876)        (45,814)       (88,120)       (31,314)
    (Increase) decrease in prepaid expenses
      and intangibles                                    (10,000)         (8,281)       (10,000)       (13,506)
    (Increase) decrease in notes receivable              (11,822)         -             (11,822)        -
   (Increase) decrease in restricted cash                (67,130)         -             (96,290)        (9,002)
   Increase (decrease) in cash overdraft                  34,254            (588)        20,606             -
    Increase (decrease) in accounts payable              270,861         (14,904)       247,979        (15,207)
    Increase (decrease) in accrued expenses               97,720         114,456         68,717         38,366
    Increase (decrease) in unearned revenue               45,000           3,170         45,000          3,170
                                                     ------------   -------------   ------------   ------------

       Net Cash Provided (Used) by
      Operating Activities                              (241,934)       (269,927)      (254,574)        (9,002)
                                                     ------------   -------------   ------------   ------------

CASH FLOWS FROM INVESTING
 ACTIVITIES

  Purchase of fixed assets                               (79,413)        (12,290)       (69,994)        -
                                                     ------------   -------------   ------------   ------------

       Net Cash (Used) by Investing Activities           (79,413)        (12,290)       (69,994)        -
                                                     ------------   -------------   ------------   ------------

CASH FLOWS FROM FINANCING
 ACTIVITIES

  Proceeds from notes payable - related                   48,000          90,500         10,000         45,000
  Payments on notes payable - related                    (25,575)        (56,150)        (7,949)       (23,150)
  Proceeds from sale of common stock                      -               48,500         -               -
  Proceeds from notes payable                            157,500         160,500         85,000         85,000
  Payment on notes payable                               (86,169)       (108,468)       (30,306)       (11,591)
  Proceeds from lines of credit                          227,591         233,592        267,823          -
  Paydown on line of credit                               -              (86,257)        -             (86,257)
                                                     ------------   -------------   ------------   ------------

       Net Cash Provided (Used) by
      Financing Activities                           $   321,347    $    282,217    $   324,568    $     9,002
                                                     ------------   -------------   ------------   ------------
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements.

                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                                               For the                        For the
                                                           Nine Months Ended             Three Months Ended
                                                             September 30,                  September 30,
                                                     ----------------------------   ---------------------------
                                                         1999           1998            1999           1998
                                                     ------------   -------------   ------------   ------------
<S>                                                  <C>            <C>             <C>            <C>
NET INCREASE (DECREASE) IN CASH                      $    -         $     -         $    -         $    -

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                     -               -              -              -
                                                     ------------   -------------   ------------   ------------

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

SUPPLEMENTAL CASH FLOW
 INFORMATION

CASH PAID FOR

  Interest                                           $   174,038    $    103,665    $    58,345    $    52,520
  Income taxes                                       $    -         $     -         $    -         $    -

NON-CASH FINANCING ACTIVITIES

  Common stock issued for debt                       $    34,411    $     -         $    -         $    -
  Common stock issued for interest and
   services                                          $    15,279    $     48,586    $    -         $    17,625

</TABLE>

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

                                       8
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 1999 and December 31, 1998


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying  consolidated 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 September  30, 1999 and 1998 and for all
          periods presented have been made.

          Certain  information  and footnote  disclosures  normally  included in
          consolidated   financial   statements   prepared  in  accordance  with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted. It is suggested that these condensed  consolidated  financial
          statements be read in  conjunction  with the financial  statements and
          notes  thereto  included in the  Company's  December  31, 1998 audited
          consolidated  financial statements.  The results of operations for the
          periods  ended  September  30,  1999  and  1998  are  not  necessarily
          indicative of the operating results for the full years.

NOTE 2 - 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 are as follows:

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

                          1999                       $     42,460
                          2000                             49,860
                          2001                             49,860
                          2002                             24,930
                                                     ------------

                           Total                     $    178,210
                                                     ============

          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.

                                       9
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 1999 and December 31, 1998


NOTE 2 - COMMITMENTS AND CONTINGENCIES (Continued)

          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 periods ended September 30, 1999 and
          1998 was $-0-, as there have been no sales of Fyberix 2000V.

NOTE 3 - FINANCING AGREEMENT

          Private Capital - Accounts Receivable Financing
          -----------------------------------------------

          On April 17,  1999,  the Company  entered into a Purchase and Security
          Agreement with Private Capital, Inc., located in Lafayette, Louisiana.
          Under the terms of this  agreement,  the  Company  would sell  certain
          qualified  accounts  receivable to Private  Capital,  Inc., at a price
          equal to the net amount of the acceptable account  receivable,  less a
          discount  equal to 8.0% of the net  amount of the  acceptable  account
          receivable.  At the time of purchase  of such  account  receivable  by
          Private  Capital,  Private  Capital  shall pay to the  Company the net
          amount of the account  receivable  less the discount.  Private Capital
          agrees to rebate  to the  Company a sum equal to 2.0% on each  account
          receivable that is paid within 30 days. Any account that pays after 30
          days will be charged the full discount,  plus any account purchased by
          Private  Capital  from the  Company  unpaid  for a period in excess of
          ninety (90) days from the date of said  purchase  by Private  Capital,
          the Company agrees to pay to Private Capital  additional sums equal to
          and  calculated  based  on 2.0%  for any  part of a 30 day  increment,
          exceeding  60  days  that  Private  Capital   purchases  said  account
          receivable.

          To secure the  payment  by the  Company  to  Private  Capital  for any
          indebtedness  which  may  result  from a charge  back as a result of a
          delinquent or non-paying  account,  the Company has granted to Private
          Capital a security  interest in all of the Company's  inventory now or
          hereafter  acquired by the Company located at the Company's offices in
          Broussard,  Louisiana,  and all accounts receivable,  deposit accounts
          with Private  Capital,  equipment and general  intangibles and chattel
          papers of the Company and all proceeds thereof.

          As  additional  security  for the  payment  by the  Company to Private
          Capital for any  indebtedness  which may result from a chargeback as a
          result  of a  delinquent  or non-  paying  account,  the  then  acting
          officers of the Company all executed guarantees.

                                       10
<PAGE>
                       AMERICAN FIRE RETARDANT CORPORATION
                                 AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 1999 and December 31, 1998


NOTE 4 - LEGAL PROCEEDINGS

          Alman v. AFRC Florida
          ---------------------

          The Company was involved in litigation in the calendar year 1997.  The
          Company's former subsidiary, AFRC Florida was a party defendant in the
          matter Allen E. Alman and Phyllis S. Alman v. American Fire  Retardant
          Corporation of Florida and Stephen F. Owens, Dade County Florida, Case
          No.  97-7203 CA 09. The matter ws a dispute  over the terms of a Stock
          Purchase  Agreement  entered into in September 1993 with regard to the
          purchase by AFRC Florida of all the stock and assets of Apco Equipment
          Sale Corporation dba Thoro-Sheen Company.  This matter was resolved in
          July 1997  wherein AFRC Florida and Mr. Owens agreed to pay to Mr. and
          Mrs. Almans the total sum of $51,550, payable $5,775 on or before July
          15,  1997,  $5,775 on or before  August  30,  1997 and the  balance of
          $40,000 in installments  of $1,800 per month for 24 months  commencing
          on September 30, 1997, until paid in full.

          All payments were made in a timely manner pursuant to the terms of the
          Joint  Stipulation  and the final  payment was made on  September  15,
          1999.

          Halvelin v. AFRC
          ----------------

          The Company is a party  defendant in the matter of Havelin v. American
          Fire Retardant  Corporation,  United States District  Court,  Southern
          District  of  Mississippi,  Case  No.  1-  99CV159GR.  The  Plaintiff,
          Jennifer L.  Havelin was suing the Company  alleging  that the Company
          discriminated  against the  Plaintiff  because of  Plaintiff's  sex, a
          female.  The Plaintiff  originally filed a claim with Equal Employment
          Opportunity   commission   ("EEOC")   in   May   15,   1998   alleging
          discrimination  and that Plaintiff had been laid off because she was a
          female.  On January 29, 1999, the EEOC dismissed  Plaintiffs  claim as
          being without  merit.  This action arose from the same facts set forth
          by  Plaintiff in her claim with the EEOC.  Further,  pursuant to Title
          VII,  the  Plaintiff  had 90 days  (i.e.  until May 1, 1999) to file a
          lawsuit in Federal  Court with regard to this  matter.  The  Plaintiff
          filed her action beyond the prescribed time period.

          On August 25, 1999, the Company settled this matter for a total sum of
          $5,000 paid by the Company to Ms. Havelin.

NOTE 5 - STOCK ISSUANCE

          On March 31, 1999,  the Company  issued  65,127 shares of common stock
          for the  conversion  of $34,411  of debt and  15,968  shares of common
          stock for interest expense of $11,178 to a related party.

                                       11
<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.

     Trends and Uncertainties.
     -------------------------

     Demand for the  Company's  products is  constantly  increasing.  The United
States Fire  Administration  (USFA),  The  Consumer  Product  Safety  Commission
(CPSC),  and the National Fire Protection  Association (NFPA) all agree that the
United  States has the worst per capita  record of fire  related  accidents  and
deaths in the world. As a result, the federal and state regulatory  agencies are
continually  adding new and stricter  fire codes and are becoming  more and more
vigilant in the enforcement of these codes. In addition, non-governmental bodies
such as Insurance Companies are constantly instituting regulations and standards
that are, in some  instances,  even stricter than those imposed  through federal
and state agencies. The Company, of course, benefits from increased governmental
and non-governmental fire regulations.

     However, due to the Company's limited resources, the sales and marketing of
the Company's  products have 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.  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  will be necessary.  There can be no assurance that the
Company will be able to locate and hire such specialized personnel on acceptable
terms.

     The industry in which the Company operates is highly  competitive,  rapidly
growing  and the  Company  will have to  compete  with a  multitude  of  similar
companies, possessing substantially greater financial, personnel,  technological
and marketing  resources.  As discussed  below,  there is no assurance  that the
Company  will be able to  compete  in  such an  environment  without  additional
financing.

     Capital and Sources of Liquidity.
     --------------------------------

     The Company expects to continue to incur  significant  capital  expenses in
pursuing its plans to increase  sales volume and to expand its product  line. In
order for the Company to continue its  operations  at its existing  levels,  the
Company will require  $675,000 of additional  funds over the next twelve months.
Only through the factoring of its receivables can the Company  generate funds to
maintain its daily operations. The construction industry in general does not use
factors.  Funding for construction  projects are generally done through lines of
credit with banks that advance moneys against  contract at reasonable  rates and
are  equipped  to deal  with  progress  billing  and  percentage  of  completion
contracts. The Company has not been able to establish such a relationship with a
bank,  and the  penalties  imposed by the  factors for timing  differences  have
eroded the Company's profit on construction  projects.  This erosion can be seen
in the substantial increase in interest expense.

     Also,  if additional  capital is not obtained,  there may be a reduction in
the Company's  ability to accept new projects which may, in turn, 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,  and  through
receivable  factoring.  Additional  financing  may  not be  available  on  terms
favorable to the Company,  or at all. If adequate funds are not available or are
not  available on acceptable  terms,  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.

     The  Company  sustained  net  losses  of  $232,066  and  $373,325  for  the
nine-month periods ending September 30, 1999 and September 30, 1998 respectively
for a total loss decrease of $141,259 or 38%. As discussed in detail below, this
loss was attributable mainly to (1) increased legal and accounting fees incurred
in connection with the Company's Public Filing,  (2) increased  interest expense
incurred  because  progress  billings  on  construction  projects  did not  meet
factoring  payment schedules and thus the Company was liable for large penalties

                                       12
<PAGE>
from the factor,  and (3) increased travel expenses  incurred in connection with
both the  on-site  running of  construction  jobs and the need of the  Company's
principals  to raise outside  capital for continued  operations of the business.
These excessive  costs were somewhat offset by a general  decrease in other SG&A
accounts and an improvement in the companies overall gross margin.

     Selling,  general and  administrative  expenses,  and bad debt  expense has
increased in line with the increased  sales for the period ending  September 30,
1999;  however,  included in SG&A for this period are legal and accounting  fees
specifically  attributable to the preparation of the Company's Form 10-sb. These
fees amounted to $85,980 during this period. Thus far during 1999 management has
made a concerted  effort to reduce SG&A. The decreases in SG&A accounts that are
directly related to the everyday running of the business have been offset by the
legal and accounting fees  attributable to the public offering.  Management does
not feel that these large costs will continue  beyond fiscal 1999.  Depreciation
and  amortization  expense  has  risen due to the  purchase  and/or  leasing  of
equipment  needed for  increased  construction  work.  There are no  significant
fluctuations  in the  depreciation  and  amortization  accounts that warrant any
further discussion here

     OPERATIONAL RESULTS
     -------------------

     During the first nine months of 1999,  the  Company  has greatly  increased
sales in the area of  FireStop/FireFilm.  Management feels that certain expenses
should be included in cost of goods sold rather than  certain  expense  accounts
because  they  relate  directly  to  the  construction  process  and  should  be
categorized  as  such  per  basic  cost  accounting  principals.  The  financial
statements for 1999 and 1998 do not reclassify these expenses into cost of goods
sold.  Management believes that an analysis of the Company's operation should be
done with these expenses properly  classified,  hence the financial  information
presented below has been restated to effect this  re-classification.  First, the
re-classified  operational  results  are  presented,  followed  by a listing  of
certain  percentages  based on these  results.  After this  section,  a complete
reconciliation  between the analysis here and the amounts shown in the financial
statements is performed.

                                       13

<PAGE>
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1999 WITH
NINE MONTHS ENDED SEPTEMBER 30, 1998
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS RESTATED TO PROPERLY CLASSIFY EXPENSES AS COST OF GOODS
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            Percentage
                              September 30   September 30    Increase
                                  1999           1998        (Decrease)
                              --------------------------------------------------
<S>                           <C>            <C>            <C>
Net Sales
        Chemicals             $  385,722     $  209,319     84%
        Textiles                 256,829        222,914     15%
        FireStop/FireFilm      1,272,373        869,263     46%
                              --------------------------------------------------
                               1,914,924      1,301,496     47%

Cost of Goods
        Chemicals                106,210         67,282     58%
        Textiles                 132,020        110,810     19%
        FireStop/FireFilm        757,595        570,233     32%
                              --------------------------------------------------
                                 995,825        748,325     33%

Gross Profit
        Chemicals                279,562        142,037     97%
        Textiles                 124,809        112,104     11%
        FireStop/FireFilm        514,728        299,030     72%
                              --------------------------------------------------
                                 919,099        553,171     66%

SG&A                             858,136        777,703     10%
Depreciation & Amortization       27,300         14,769     84%
Bad Debt Expense                   7,711         20,995    (63%)
                              --------------------------------------------------
                                 893,147        813,467     10%

Net Income (Loss) from
     Operations                   25,952       (260,296)

Interest Expense                 258,018        113,029    128%
                              --------------------------------------------------

Net Loss                      $ (232,066)    $ (373,325)   (38%)


Gross Profit
        Chemicals                  72%                  68%
        Textiles                   48%                  50%
        FireStop/FireFilm          40%                  34%
        Combined                   48%                  43%

Percentage of Total Sales
         Chemicals                 20%                  16%
         Textiles                  13%                  18%
         FireStop/FireFilm         67%                  66%

Percentage of Gross Profit
         Chemicals                 30%                  25%
         Textiles                  14%                  20%
         FireStop/FireFilm         56%                  55%

</TABLE>

                                       14
<PAGE>
RECONCILIATION OF FINANCIAL STATEMENTS
--------------------------------------
<TABLE>
<CAPTION>

                              September 30   September 30
                                  1999           1998
                              -----------------------------
<S>                           <C>            <C>
Cost of Goods Per Analysis    $  995,825     $  748,325
    Less:  Outside Services      220,838(1)      96,361(1)
           Construction Payroll   73,546(2)     143,379(2)
           Construction Travel    36,981(3)       5,552(3)
           Construction Lodging   16,085(4)      32,425(4)
                              -----------------------------

Cost of Goods per Financials  $  648,375     $  470,608

SG&A per Analysis             $  858,136     $  777,703
    Add:  Outside Services       220,838(1)      96,361(1)
          Construction Payroll    73,546(2)     143,379(2)
          Construction Travel     36,981(3)       5,552(3)
          Construction Lodging    16,085(4)      32,425(4)
                              -----------------------------
SG&A per Financials           $1,205,586     $1,055,420
</TABLE>

     (1) Outside Services  represents  workers hired specifically for performing
one particular construction job.

     (2)  Construction  Payroll  represents those people who are employed by the
Company full time,  but who work only on detailed  construction  projects at the
job-site.

     (3) Construction Travel represents the cost of getting a crew of workers to
the job-site.

     (4) Construction  Lodging  represents the cost of housing a crew of workers
while they are at the job-site.

     ANALYSIS
     --------

     The Company's  net sales derive from three  divisions:  (1)Chemical  Sales,
(2)Textile Processing,  and (3)Fire Stop/Fire Film construction projects. During
the first nine months of 1999,  Chemical sales  increased by 84%, Fire Stop/Fire
Film increased by 46%, and Textile  processing  increased by 15% as a percentage
of net sales  September  30, 1999 vs.  September 30, 1998.  The Chemical  sales,
Textile sales, and Fire Stop/Fire Film sales have a gross profit of 72%, 48% and
40% respectively,  and the Company has a combined gross profit of 48%. Increased
growth in gross profit beyond that applicable to the percentage  increase in net
sales  demonstrates  the fact that the Company is relying on increased volume in
both  Chemical  and  FireStop/FireFilm  as the chief  product mix to create this
higher  combined  gross profit.  However,  the  FireStop/FireFilm  division does
produce  excessive  cash needs early in the  fulfillment  of the contract  which
forces the Company to rely  heavily on the Factors for  financing  the start up.
Hence,  if outside  capital is not obtained in order to  eliminate  the need for
factoring,   this  division  cannot  operate   effectively  without  drastically
increasing interest expense.

     For the 9 months ended  September  30, 1999  Chemical  processing,  Textile
processing,  and FireStop/Fire Film contributed $279,562,  $124,809, and 514,728
respectively  to the  companies  total  gross  profit of  $919,099.  The Company
expects the sales of Chemicals and Fire  Stop/Fire  Film to continue to increase
in the almost geometric proportions it has demonstrated thus far this year.

     The  Company's  increase in gross profit has also been brought about by the
fact that the Company is becoming more  experienced  in the  FireStop/Fire  Film
construction  business and is able to more effectively  manage these large jobs.
As a result,  the  gross  profit  for  FireStop/FireFilm  increased  from 34% at
September  30,  1998 to 40% at  September  30,  1999.  The  Company is also more
effectively  managing  its  purchase of raw  material  for all  divisions of the
business.

                                       15
<PAGE>
     The single  most  significant  cause of the net loss for the  period  ended
September  30, 1999 is the  increase in interest  expense of $144,989 or 128% As
noted earlier,  the Company is now engaging in the  construction  business which
requires  enormous  outlays of capital at the  beginning of the project which is
then reimbursed through standard percentage of completion billing as the work is
done.  The Company has been forced to work with  Factors who are not really part
of the construction  industry,  and hence the factoring agreement contains harsh
penalties should the factored receivables age beyond a certain date. Because the
Company  is new to  this  construction  industry,  certain  dates  were  not met
throughout  the fiscal year and  penalties  have been  incurred by the  Company.
Interest including these penalties thus far in 1999 is $258,018. Had the company
been able to avoid these penalties,  interest expense for this period would have
been $139,329.

     The Company believes that the expenses for filing the Form 10-sb and travel
will not be the  substantial  burden in future  years that they were in the year
1999, and the Company is now properly allocating its resources so that the Gross
Profit mix in 2000 will be maximized.  However,  the Company will incur the same
substantial interest rates in the future, because the Company is still having to
factor its  receivables.  The Company  currently  estimates that it would need a
capital  infusion of $675,000 over the next twelve months in order to be able to
avoid the excessive  interest rates discussed above. At this time,  although the
Company is exploring several avenues of financing, no one answer to this problem
has been found.


                                       16
<PAGE>
CAUTIONARY FORWARD - LOOKING STATEMENT
-------------------------------------

     Statements  included  in  the  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" 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.

RISKS FACTORS
-------------

     The  Company's  present and  proposed  business  operations  will be highly
speculative  and  subject  to the same  types of  risks  inherent  in any new or
unproven venture,  as well as risk factors particular to the industries in which
it will  operate,  and will  include,  among other  things,  those types of risk
factors outlined below.

YEAR 2000 PROBLEMS MAY DISRUPT THE COMPANY'S OPERATIONS AND HARM ITS BUSINESS

RISK  ASSOCIATED WITH YEAR 2000 ISSUES - THE COMPANY IS UNCERTAIN OF THE EFFECTS
OF THE YEAR 200O ON ITS COMPUTER PROGRAMS AND SYSTEMS.

     Many  currently  installed  computer  systems and  software  programs  were
designed to use only a two digit date field. These date code fields will need to
accept four digit  entries to  distinguish  21st century dates from 20th century
dates. Until the date fields are updated, the systems and programs could fail or
give erroneous results when referencing dates following December 31, 1999. Given
that the Company's  products  operate on certain  hardware  platforms and within
certain software operating systems and environments,  the Company must rely upon
the efforts of the hardware and software vendors and  manufacturers to be in the
vanguard with respect to operating  systems and platform  issues relating to the
Year 2000 compliance.

PRESENT YEAR 2000 STATUS

     The Company has assessed the impact of the year 2000 issue on the Company's
products,  services,  platforms  systems  and  internal  information  technology
systems (IT systems) and non-information technology systems (non-IT systems), in
use,  and has  found  them to be Year  2000  compliant.  The  Company  has  also
contacted  its major vendors and  suppliers  and has received  confirmation  and
verification  that  their  respective   computer  systems  are  also  Year  2000
compliant.  The Company does not expect the  Company's  financial  results to be
materially  affected by the need to  continue  to monitor and address  year 2000
issues,  but if the costs  associated with  addressing  these issues are greater
than  planned,  the  Company's  earnings  and  results  of  operations  could be
affected.  Due to the Company's dependence on computer technology to conduct the
Company's  business,  the nature and impact of year 2000 processing  failures on
the Company's  business,  financial  condition  and  operating  results could be
material.

                                       17
<PAGE>
BUSINESS CONTINUITY AND CONTINGENCY PLANNING

     The Company continues the process of identifying the reasonably likely year
2000  problem  failures  that  the  Company  could  experience  with the goal of
revising,  to the extent practical,  the Company's existing business  continuity
and  contingency  plans to address the internal and external  issues specific to
those  problems.  Thus far, the Company has focused as planned on reviewing  the
Company's  critical business  processes and although the Company conducted tests
on the various and  Platform  systems in use, and has found them to be Year 2000
compliant,  the Company's  expect to  continuously  review,  test and revise the
Company's existing business  continuity and contingency plans to ensure that all
systems are and  maintain  year 2000  compliant.  This will  include as required
repairing or obtaining replacement systems;  changing suppliers; and reducing or
suspending certain non-critical aspects of our operations.

POSSIBLE CONSEQUENCES OF YEAR 2000 PROBLEMS

     The Company  believes  that the Company has put in place the  processes and
are devoting the resources necessary to achieve a level of readiness to meet the
Company's  year 2000  challenges in a timely and  appropriate  manner.  However,
there can be no assurance that the Company's  internal systems or the systems of
others  on which we rely  will be year 2000  ready in a timely  and  appropriate
manner  or that the  Company's  contingency  plans or the  contingency  plans of
others on which the  Company  relies  will  mitigate  the  effects  of year 2000
problem  failures.  Currently,  the Company believes the most reasonably  likely
worst  case  scenario  would be a  sustained,  concurrent  failure  of  multiple
critical systems  (internal and external) that support the Company's  operations
(i.e.  vendors and suppliers of the Company).  While the Company does not expect
that  scenario to occur,  that  scenario if it occurs  could,  even  despite the
successful execution of the Company's business continuity and contingency plans,
result in the reduction or suspension  of a material  portion of our  operations
and  accordingly  have a material  adverse effect on the Company's  business and
financial condition.

     The "Year 2000  Information"  discussion  contains various  forward-looking
statements that represent the Company's beliefs or expectations regarding future
events.  When  used  in  the  "Year  2000  Information"  discussion,  the  words
"believes,"  "expects,"  "estimates,"  "plans," "goals," and similar expressions
are intended to identify forward-looking statements.  Forward-looking statements
include,  without limitation,  the Company's expectations as to when the Company
will  complete  the   identification  and  assessment,   remediation   planning,
remediation,  and testing  activities of the Company's year 2000 program as well
as the Company's year 2000 contingency planning; the Company's estimated cost of
achieving  year 2000  readiness;  and the  Company's  belief that the  Company's
internal  systems  and  equipment  will be  year  2000  ready  in a  timely  and
appropriate manner. All forward-looking statements involve a number of risks and
uncertainties  that could cause the actual results to differ materially from the
projected results. Factors that may cause those differences include availability
of information technology resources;  customer demand for the Company's products
and services;  continued availability of materials,  services, and data from the
Company's  suppliers;  the ability to identify and remediate all date  sensitive
lines of  computer  code and to  replace  embedded  computer  chips in  affected
systems and equipment;  the failure of others to timely achieve appropriate year
2000 readiness;  and the actions or inaction of governmental agencies and others
with respect to year 2000 problems.

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."

                                       18
<PAGE>
PATENTS AND PROPRIETARY  RIGHTS - THE UNAUTHORIZED USE OF INTELLECTUAL  PROPERTY
BY THIRD PARTIES MAY HARM THE COMPANY'S BUSINESS.

     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  for
non-commercial  available  components designed and developed by the Company that
are integral to product performance.

PROSECUTING ANY  INTELLECTUAL  PROPERTY  INFRINGEMENT  CLAIMS COULD BE EXPENSIVE
AND, IF THE COMPANY IS NOT SUCCESSFUL, COULD DISRUPT ITS 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  increases,
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 non-U.S.  operations where U.S. Patent rights
are not effective  which could permit  competitors  to infringe on the Company's
proprietary rights without violating U.S. law.

     The  Company  anticipates,  based  on the size  and  sophistication  of its
competitors  and the history of rapid  technological  advances in its  industry,
that  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 of such claims.  Parties making such claims may be able
to obtain injunctive or other equitable relief which 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 necessary  licenses from third parties at a reasonable or acceptable cost
or at all. 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.

                                       19
<PAGE>
     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.

THE COMPANY IS DEPENDANT ON CERTAIN 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  assurance  that it will be able to  employ  qualified
persons on acceptable terms to replace officers that become unavailable.

IF THE COMPANY IS UNABLE TOO HIRE AND RETAIN NECESSARY SPECIALIZED KEY PERSONNEL
THE COMPANY'S BUSINESS AND GROWTH WILL SUFFER.

     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  assurance  that the
Company will be able to locate and hire such specialized personnel on acceptable
terms.

IF THE COMPANY IS UNABLE TO MAINTAIN  ADEQUATE LEVELS OF INVENTORY THE COMPANY'S
BUSINESS MAY BE DISRUPTED.

     The size of the fire  retardant  and fire  protection  markets  and need to
maintain  adequate  inventories  with  regard to such  products  could force the
Company into implementing  additional  manufacturing  and warehousing  programs.
There can be no  assurance  that the  Company  will have the  necessary  capital
resource or man power to implement such manufacturing and warehousing programs.

IF THE COMPANY IS UNABLE TO MARKET ITS PRODUCTS  AND SERVICES ITS BUSINESS  WILL
SUFFER.

     Due to the  Company's  limited  resources,  the sales and  marketing of the
Company's  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.

IF THE GOVERNMENT  IMPLEMENTS  NEW OR ADDITIONAL  REGULATIONS IN THE INDUSTRY IN
WHICH THE COMPANY OPERATES, THESE REGULATIONS MAY BE COSTLY OR DIFFICULT FOR THE
COMPANY TO COMPLY WITH AND COULD RESULT IN LOSS OF SALE.

     While the Company is unaware of any new regulations  being  contemplated by
the subject  agencies,  it remains  possible that these agencies could institute
new  guidelines  which could  affect all similar  companies  in this field.  The
implementation  of new  regulatory  compliance  factors could  restrict sales of
certain  products.  Additional  testing  could be required  and such  additional
testing could cause delays in the  introduction  of products into certain market
sectors, which delays could adversely affect the Company's revenues.

                                       20
<PAGE>
IF THE  COMPANY  DOES  NOT  OBTAIN  ADDITIONAL  FINANCING  IT MAY NOT BE ABLE TO
IMPLEMENT ALL OF ITS BUSINESS PLAN.

     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
subsequent  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.

COMPETITION AND RAPID TECHNOLOGICAL CHANGE COULD HARM THE COMPANY'S BUSINESS.

     The industry in which the Company operates is highly  competitive,  rapidly
growing  and the  Company  will have to  compete  with a  multitude  of  similar
companies, possessing substantially greater financial, personnel,  technological
and marketing  resources.  It is  particularly  difficult for small  independent
companies to compete with such major  companies  in the  automobile  industries,
fabric manufacturers, mills, etc. There is no assurance that the Company will be
able to compete in such an environment.

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,  the expansion of its product line
and to obtain  additional  financing  through stock  offerings or other feasible
financing  alternatives.  Additional  financing  may not be  available  on terms
favorable to the Company,  or at all. If adequate funds are not available or are
not  available on acceptable  terms,  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.

                                       21
<PAGE>
                         PART II - OTHER INFORMATION.

Item 1. Legal Proceedings.

Alman v. AFRC Florida
---------------------
     The Company was  involved in  litigation  in the  calendar  year 1997.  The
Company's  former  subsidiary,  AFRC Florida was a party defendant in the matter
Allen E. Alman and Phyllis S. Alman v. American Fire  Retardant  Corporation  of
Florida and Stephen F. Owens,  Dade County Florida,  Case No. 97-7203 CA 09. The
matter was a dispute over the terms of a Stock Purchase  Agreement  entered into
in  September  1993 with regard to the purchase by AFRC Florida of all the stock
and assets of Apco Equipment Sale  Corporation  dba  Thoro-Sheen  Company.  This
matter was  resolved in July 1997  wherein  AFRC Florida and Mr. Owens agreed to
pay to Mr. And Mrs.  Almans the total sum of $51,550,  payable  $5,775.00  on or
before July 15, 1997,  $5,775.00 on or before August 30, 1997 and the balance of
$40,000 in  installments  of  $1,800.00  per month for 24 months  commencing  on
September 30, 1997, until paid in full.

     All  payments  were made in a timely  manner  pursuant  to the terms of the
Joint Stipulation and the final payment was made on September 15, 1999.

Halvelin v. AFRC
----------------

     The Company is a party  defendant in the matter of Havelin v. American Fire
Retardant  Corporation,  United  States  District  Court,  Southern  District of
Mississippi,  Case No. 1-99CV156GR. The Plaintiff, Jennifer L. Havelin was suing
the Company  alleging  that the  Company  discriminated  against  the  Plaintiff
because of Plaintiff's  sex, a female.  The Plaintiff  originally  filed a claim
with Equal Employment  Opportunity  Commission ("EEOC") in May 15, 1998 alleging
discrimination and that Plaintiff had been laid off because she was a female. On
January 29, 1999 the EEOC  dismissed  Plaintiffs  claim as being without  merit.
This action  arose from the same facts set forth by  Plaintiff in her claim with
the EEOC.  Further,  pursuant to Title VII the Plaintiff had 90 days (i.e. until
May 1, 1999) to file a lawsuit in Federal Court with regard to this matter.  The
Plaintiff filed her action beyond the prescribed time period.

     On August 25,  1999,  the  Company  settled  this matter for a total sum of
$5,000 paid by the Company to Ms. Havelin.

     As a result of the resolution of the above matters, the costs of litigation
associated  with those  matters  have ceased and  therefore  there is no further
effect on the results of operations and liquidity.

Delinquent Payroll Taxes
------------------------

     The Company owes the Internal Revenue Service $219,582 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  through  the 4th  quarter  of  1998.  The  total  delinquent  payroll  tax
liabilities are $101,403  attributed to AFRC Florida and $118,178  attributed to
AFRC Louisiana.  The Company has retained the tax counsel of Royston & Hebert in
Lafayette,  Louisiana  to  represent  the Company  before the  Internal  Revenue
Service and the Company is currently submitting an Offer and Compromise work-out
agreement  to obtain a  substantial  reduction  of the  outstanding  payroll tax
balance due.  The Company has since kept  current  with all present  payroll and
other tax obligations.

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

Item 2. Changes in Securities.

     Not required.

Item 3. Defaults Upon Senior Securities.

     Not required.


                                       22
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.

     None.

Item 5. Other Information.

     Engagement of Capstone Partners.
     -------------------------------

     On September 27, 1999, the Company  entered into an Investment  Banking and
Consulting Agreement with Capstone Partners. A copy of the Agreement between the
Company and  Capstone  Partners is attached  hereto and  incorporated  herein by
reference. See Exhibit List Index.

     Recent Issuance of Securities
     -----------------------------

     On September 27, 1999,  pursuant to the terms of the Investment Banking and
Consulting  Agreement with Capstone Partners the company issued 5,859 restricted
shares to Capstone Partners.

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.

               (2)  2.1(a)  Certificate  of  Merger  from the  State of  Wyoming
                    regarding  Merger AFRC  Louisiana with and into AFRC Wyoming
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    2.1(b)  Certificate  of Merger  from the State of  Louisiana
                    regarding  Merger  of AFRC  Louisiana  with  and  into  AFRC
                    Wyoming.  (Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    2.1(c) Articles of Merger regarding Merger of AFRC Louisiana
                    with and into AFRC Wyoming.  (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    2.1(d)  Acquisition  Agreement and Plan of Merger  regarding
                    Merger  of  AFRC  Louisiana  with  and  into  AFRC  Wyoming.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    2.2(a)  Certificate  of  Merger  from the  State of  Florida
                    regarding   Merger  of  AFRC  Florida  with  and  into  AFRC
                    Wyoming.(Incorporated   by  reference   from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    2.2(b)  Certificate  of  Merger  from the  State of  Wyoming
                    regarding  Merger  of AFRC  Louisiana  with  and  into  AFRC
                    Wyoming.  (Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    2.2(c) Florida  Articles of Merger  regarding Merger of AFRC
                    Louisiana  with  and  into  AFRC   Wyoming.(Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    2.2(d) Wyoming  Articles of Merger  regarding Merger of AFRC
                    Louisiana  with  and  into  AFRC   Wyoming.(Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                                       23
<PAGE>
                    2.2(e)  Acquisition  Agreement and Plan of Merger  regarding
                    Merger  of  AFRC  Florida   with  and  into  AFRC   Wyoming.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    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.   (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    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.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

               (3)  3.1 Articles of  Incorporation  of American  Fire  Retardant
                    Corp. filed on January 20, 1998.  (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    3.2  Restated  By-laws  of  American  Fire  Retardant  Corp.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    3.3  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign  Corporation in the State of Florida.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.4  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign Corporation in the State of Louisiana. (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.5 Statement  and  Designation  of American Fire  Retardant
                    Corp., as a Foreign Corporation in California. (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.6  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign Corporation in the State of Colorado.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    3.7  Qualification  of American Fire Retardant  Corp.,  as a
                    Foreign   Corporation   in   the   State   of   Mississippi.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

               (10) 10.1(a)  Letter of Intent  Between  American Fire  Retardant
                    Corp.,  and  Fabritek  Industries,   LLC.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.1(b)  Amendment to Letter of Intent Between American Fire
                    Retardant Corp., and Fabritek Industries, LLC. (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                                       24
<PAGE>
                    10.2  Royalty  Agreement  between  American  Fire  Retardant
                    Corp., and Norman O. Houser. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    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.(Incorporated   by   reference   from  the   Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.4(a)  Merchant  Service  Agreement  between American Fire
                    Retardant  Corp.  and  St.  Martin  Bank.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(b) St. Martin Bank $100,090 Promissory Note Dated March
                    11,  1997.(Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.4(c) Edward E. Friloux Commercial  Guaranty to St. Martin
                    Bank re:$100,090 Promissory Note. (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(d) Stephen F. Owens  Commercial  Guaranty to St. Martin
                    Bank re:$100,090 Promissory Note. (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(e)  Angela M. Raidl  Commercial  Guaranty to St. Martin
                    Bank re:$100,090 Promissory Note. (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(f) St. Martin Bank $250,000  Promissory  Note Dated May
                    21,  1998.(Incorporated  by  reference  from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.4(g) St. Martin Bank Business Loan Agreement Dated August
                    18,  1998.  (Incorporated  by reference  from the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.4(h) St. Martin Bank  $172,725.73  Promissory  Note Dated
                    August  18,  1998.   (Incorporated  by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.4(i) Edward E. Friloux Commercial  Guaranty to St. Martin
                    Bank  re:$172,725.73   Promissory  Note.   (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(j) Stephen F. Owens  Commercial  Guaranty to St. Martin
                    Bank  re:  $172,725.73  Promissory  Note.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(k)  Angela M. Raidl  Commercial  Guaranty to St. Martin
                    Bank  re:  $172,725.73  Promissory  Note.  (Incorporated  by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.4(l) St.  Martin Bank  Commercial  Pledge  Agreement  re:
                    $172,725.72 Promissory Note. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                                       25
<PAGE>
                    10.4(m) St. Martin Bank Pledge of  Collateral  Mortgage Note
                    re: $172,725.72 Promissory Note.  (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.4(n) St. Martin Bank  Agreement to Provide  Insurance re:
                    $172,725.72 Promissory Note. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    10.4(o)  St.   Martin  Bank  -   Collateral   Mortgage   re:
                    $172,725.72 Promissory Note. (Incorporated by reference from
                    the  Company's  Registration  Statement  on Form 10-SB filed
                    June 4, 1999; Commission File No. 000-26261).

                    10.4(p) St. Martin Bank - $54,059.29  Promissory  Note Dated
                    February  4,  1999.  (Incorporated  by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.5(a)  Private  Capital,  Inc.  -  Purchase  and  Security
                    Agreement Dated April 17, 1997.  (Incorporated  by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.5(b) Private  Capital,  Inc. - Angela M. Raidl Continuing
                    Guaranty  &  Waiver.  (Incorporated  by  reference  from the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.5(c) Private Capital,  Inc. - Stephen F. Owens and Edward
                    E. Friloux  Continuing  Guaranty & Waiver.  (Incorporated by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.6(a) Bank of Erath $15,030 Promissory Note Dated June 16,
                    1997.   (Incorporated   by  reference   from  the  Company's
                    Registration  Statement  on Form  10-SB  filed June 4, 1999;
                    Commission File No. 000-26261).

                    10.6(b)  Bank of Erath  of Loan  Extension  Agreement  Dated
                    October  20,   1998.(Incorporated   by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.7 American Fire  Retardant  Corp. - El Cajon,  California
                    Industrial  Lease.   (Incorporated  by  reference  from  the
                    Company's Registration Statement on Form 10-SB filed June 4,
                    1999; Commission File No. 000-26261).

                    10.8(a)  Whitney  Bank - $74,400  Secured  Promissory  Note.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.8(b)  Whitney  Bank  -  Collateral   Mortgage,   Security
                    Agreement and Assignment of Leases and Rents.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    10.9  American  Fire  Retardant  Corp. - Standard  Lease for
                    Louisiana  Corporate  Apartment.  (Incorporated by reference
                    from the  Company's  Registration  Statement  on Form  10-SB
                    filed June 4, 1999; Commission File No. 000-26261).

                    10.10 Oil,  Gas & Mineral  Lease with  Penwell  Energy  Inc.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.11(a) Whitney National Bank - $42,888.46 Promissory Note.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).


                                       26
<PAGE>
                    10.11(b)  Whitney   National  Bank  -  Security   Agreement.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.12 Presidio Capital Consulting  Agreement.  (Incorporated
                    by reference  from the Company's  Registration  Statement on
                    Form  10-SB  filed  June  4,  1999;   Commission   File  No.
                    000-26261).

                    10.13 Warren Guidry Letter Promissory Note. (Incorporated by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.14(a) Agreement with Richard Rosenberg.  (Incorporated by
                    reference from the Company's  Registration Statement on Form
                    10-SB filed June 4, 1999; Commission File No. 000-26261).

                    10.14(b)  Amendment  to Agreement  with  Richard  Rosenberg.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.14(c)  Richard  Rosenberg - $43,134.39  Promissory  Note.
                    (Incorporated  by reference from the Company's  Registration
                    Statement on Form 10-SB filed June 4, 1999;  Commission File
                    No. 000-26261).

                    10.15 Capstone  Partners  Investment  Banking and Consulting
                    Agreement  dated  September  27,  1999.   (Incorporated   by
                    reference from the Form 10-QSB filed November 15, 1999.

               (27) Financial Data Schedule

                    27.1. Financial Data Schedule (submitted  electronically for
                    SEC information only).

     (b) There were no other reports on Form 8-K filed during the quarter of the
period covered.

     The following Exhibit Index sets forth the Exhibits attached hereto.

                                  EXHIBIT INDEX

          Exhibit   Description
          -------   -----------
          None

                                       27
<PAGE>
                                   SIGNATURES
                                   ----------

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

                                        AMERICAN FIRE RETARDANT CORP.
                                        A Nevada Corporation


Date: June 27, 2000                     /S/ Stephen F. Owens
                                        ---------------------------------------
                                        By:  Stephen F. Owens
                                        Its: President


Date: June 27, 2000                     /S/ Angela M. Raidl
                                        ---------------------------------------
                                        By:  Angela M. Raidl
                                        Its: Vice President, Chief Financial
                                             Officer, Secretary


                                       28